Common use of ASSIGNMENT AND SUBLEASE Clause in Contracts

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event of any permitted assignment or subletting to a Permitted Transferee, Tenant shall be released from further liability hereunder with regard to such assigned or sublet portion of the Leased Premises for the term of same. 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 to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord's right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord's reasonable opinion the Leased Premises or Building are no Events or may be in any way adversely affected by the business reputation of Defaults hereunder the proposed assignee or under subtenant is unacceptable. If Landlord refuses to give its consent to any proposed assignment or subletting of all or substantially all of the Note AgreementLeased Premises, as defined herein Landlord may, at its option, within thirty (30) days after receiving notice of the proposal, terminate this Lease by giving Tenant one hundred twenty (120) days' prior written notice of such termination, whereupon each party shall be released from all further obligations and thereinliability hereunder. Notwithstanding the foregoing, Tenant may assign this the Lease or sublease all or any portion of the Demised Leased Premises subject without Landlord's consent to any of the terms hereoffollowing (a "Permitted Transferee"): (i) any successor corporation or other entity resulting from a public offering, merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant's assets; or (iii) any entity which controls, is controlled by, or is under common control with Tenant. Tenant shall not assign this Lease without the exclusive prior written consent of give Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease assignment or assignmentsublease. Any assignee Permitted Transferee shall assume, by instrument assume in form and content satisfactory to Landlord, the due performance of writing all of Tenant's obligations under this Lease, including any accrued obligations . Tenant shall nevertheless at the time of the effective date of the assignment, all times remain fully responsible and such assumption agreement shall state that the same is made by the assignee liable for the express benefit payment of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject rent and subordinate to the performance and observance of all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at LandlordTenant's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of other obligations under this Lease. No sublease Nothing in this paragraph is intended to nor shall be permitted hereby unless permit Tenant to transfer its interest under this Lease as part of a condition fraud or subterfuge to effectiveness thereofintentionally avoid its obligations under this Lease (for example, Tenant shall have assigned transferring its interest to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or sublettinga shell corporation that subsequently files a bankruptcy), including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease such transfer shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations constitute a Default hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive Without prior written consent of Landlord and Lessor, which will not be unreasonable withheld, Lessee shall not (1) assign, transfer, pledge, or hypothecate this Lease, sublet the Property, or any mortgagee. Notwithstanding part thereof, or any interest therein; or (2) sublet the foregoingProperty, Tenant or any part thereof, or permit the Property to be used for any purpose not permitted by this Lease; (b) Lessor may assign this Lease Lease, and any assignee of Lessor may assign the same provided, such assignment shall in no way encumber Lessee with any additional obligations other than those set forth in these Terms and Conditions or limit any rights provided Lessee hereunder including its right to any person which is a successor to Tenant as permitted by the terms peaceful possession and use of the Note AgreementProperty, nor shall Lessee be required to execute any additional documents except a UCC-financing statement to perfect such assignees’ or new owners’ security interest in the Property. If this Lease is All rights of Lessor hereunder may be assigned, pledged, transferred, or otherwise disposed of, in whole or in part, upon providing Lessee with prompt written notice thereof; (c) If Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under assigns this Lease, including or if it is reassigned by any accrued obligations assignee, Lessee’s duty to make payments hereunder will by fully discharged by directing such payments to the last assignee of which it has been given written notice at the time address to be included in said notice, and Lessor hereby agrees to indemnify Lessee against any claims which may arise, over and above those obligations undertaken by Lessee in this Lease because of the effective date failure of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate Lessor to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive promptly or properly accomplish any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assigneesub-assignment) of its obligations rights hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease promptly or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion properly notify Lessee thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, (a) Other than a Permitted Transfer (as defined herein and thereinbelow), Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder. 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 to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Any assignment or sublease consented to by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be in any mortgagee. way materially adversely affected; (ii) the business reputation or use of the proposed assignee or subtenant is unacceptable to Landlord in its reasonable discretion; (iii) the financial worth of the proposed assignee or subtenant is reasonably believed to be insufficient to meet the obligations hereunder; (iv) the prospective assignee or subtenant is a current tenant at the Building or is a bona-fide third-party prospective tenant and Landlord has available space for such prospective, or (v) the use of the transferee is illegal or may violate any use protections or restrictions granted for the benefit of other tenants in the Building. (c) ▇▇▇▇▇▇ agrees to reimburse Landlord, upon demand, for the actual and reasonable out-of-pocket accounting fees, attorneys’ fees and other expenses incurred by Landlord, including, without limitation, all fees and expenses incurred by ▇▇▇▇▇▇▇▇’s lender and chargeable to Landlord, in conjunction with the processing and documentation of any requested assignment, subletting or any other hypothecation of this Lease or ▇▇▇▇▇▇’s interest in and to the Leased Premises as consideration for Landlord’s consent, not to exceed, however, Two Thousand Five Hundred and No/100 Dollars ($2,500.00). (d) Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Leased Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's ’s written consent but upon prior written consent notice to Landlord, in each connection with a Permitted Transfer (as hereinafter defined), subject to all the terms and every instance conditions of this Lease, provided that the tenant or subtenant under a Permitted Transfer assumes in written form and substance satisfactory to Landlord all of Tenant’s obligations under this Lease and the original entity executing this Lease as “Tenant” remains fully liable under this Lease. As used herein, “Permitted Transfer” means (i) an assignment to an entity that controls, is controlled by, or is under common control with Tenant or any business entity which consent may be withheld has purchased all or delayed substantially all of Tenant’s assets or ownership interests, and (ii) a sublease of the Leased Premises to a subtenant and for a use approved by Landlord, so long as above providedsuch subtenant is (1) occupying less than fifty permitted (50%) of the Leased Premises, or (2) occupying more than fifty percent (50%) for less than fifty percent (50%) of the time. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies, or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving or acquiring entity shall expressly assume in writing the obligations of Tenant hereunder. Additionally, the tenant or subtenant, as applicable, under a Permitted Transfer shall comply with all of the terms and conditions of this Lease, including the Permitted Use. No such further assignment or subleasing shall relieve Tenant from later than ten (10) business days prior to the effective date of any Permitted Transfer, ▇▇▇▇▇▇ agrees to furnish Landlord with (A) copies of the instrument effecting any of the foregoing transfers, (B) documentation establishing Tenant's obligations ’s satisfaction of the requirements set forth above applicable to any such transfer, and (C) evidence of insurance as required under this Lease with respect to the such proposed tenant or subtenant under the Permitted Transfer. The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent transfers. Notwithstanding the foregoing, nothing in this paragraph is intended to or shall permit Tenant to transfer its interest under this Lease containedas part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files for bankruptcy protection) and such transfer shall be void.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder The Lessee covenants and agrees not to encumber or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease sublet all or any portion part of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease leased premises without the exclusive prior written consent of Landlord the Lessor, which consent the Lessor covenants and agrees shall not be unreasonably withheld. Lessee shall provide Lessor with written notice of any mortgageeproposed assignment or sublease at least thirty (30) days prior to any proposed effective date of assignment or sublease. If Lessor fails to provide Lessee with notice of whether such assignment or sublease is approved within thirty (30) days of receipt by Lessor of such request, such inaction by Lessor shall constitute consent. Notwithstanding the foregoing, Tenant may Lessee has the right to assign or sublet this Lease as long as the guarantee executed by Diagnostic Retrieval Systems, Inc. remains in full force and effect and said company has a financial worth at least comparable to that on the date this Lease and Guarantee are executed. Any such assignment shall in no way relieve the Lessee from any person which is a successor to Tenant as permitted by obligations hereunder for the terms payment of rents or the performance of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the termsconditions, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination provisions of this Lease. No sublease In no event shall Lessee assign or sublet the leased premises for any terms, conditions and covenants other than those contained herein, except that Lessee may assign or sublet to another person for different rent or a different use as long as such use complies with all applicable regulations regarding the use and operation of businesses located in the leased premises. In no event shall this Lease be permitted hereby unless as a condition to effectiveness thereofassigned or be assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, Tenant and in no event shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations this Lease or any party responsible for Tenant's obligations shall give its written consent to such assignment rights or sublease and confirm that its obligations privileges hereunder be an asset of Lessee under any bankruptcy, insolvency or reorganization proceedings. Lessor shall not be affected by such assignment or sublease, and, provided, further, that if any modification to liable nor shall the Lease is proposed to leased premises be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord subject to any sublease of the Demised Premisesmechanics, materialmans, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate other type liens and Lessee shall keep the premises and property in which the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant leased premises are situated free from any such liens caused by acts of Tenant's obligations in this Lease containedLessee and shall indemnify Lessor against and satisfy any such liens which may obtain because of acts of Lessee notwithstanding the foregoing provision.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, (a) Except as defined herein and thereinotherwise provided in this Lease, Tenant may assign will not voluntarily or involuntarily assign, mortgage or pledge this Lease without Landlord’s prior written consent, not to be unreasonably withheld, conditioned or sublease delayed. Tenant may not sublet all or any a portion of the Demised Premises Premises, without L▇▇▇▇▇▇▇’s prior written consent, and such subletting, assignment, pledging or other transfer shall be subject at all times to the terms of this Lease. If Landlord consents to an assignment or sublease, Landlord will document its consent, but any request for consent to an assignment must be accompanied by a true and complete executed copy of the assignment or sublease Tenant proposes. L▇▇▇▇▇▇▇’s consent to one assignment or sublease is not consent to any other assignment or sublease. (b) Unless Tenant is a corporation of which all the outstanding share of stock regularly entitled to vote for the election of directors of the corporation are listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, an amended), the voluntary or involuntary transfer, whether directly or indirectly, of stock, partnership interest, membership interest or other ownership interests of Tenant shall be deemed to be an assignment of this Lease subject to the terms of this Article VII. (c) No assignment, whether in violation hereof. , approved by Landlord or permitted under this Article VII or a sublease permitted under this Article VII relieves Tenant shall not assign this Lease without from liability or the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant obligation to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect Lease and void. Except as permitted herebynotwithstanding any such assignments or subleases, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in continue to remain fully liable for all liabilities and obligations under this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedLease.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder. 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 to any person which is be a successor consent to Tenant as permitted by the terms assignment of this Lease or the subletting of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's reasonable opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee is insufficient to comply meet the obligations under the assignment. (c) If Tenant shall make any assignment or sublease, with all terms Landlord's reasonable consent, for a rental in excess of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement Tenant shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn pay to Landlord fifty percent (50%) of any such excess rental upon receipt, less reasonable cost of subleasing (including commissions, advertising costs, reasonable consulting fees or permits, legal costs and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleasetenant improvement costs). Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys' fees incurred in conjunction with the cost processing and documentation of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any requested assignment of this Lease or of Tenant's interest or estate in and to the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedconsent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or denied. Subject to Section 11.02 below, any change in control of Landlord Tenant resulting from a merger, consolidation, stock transfer or asset sale shall be considered an assignment or transfer that requires Landlord’s prior written consent. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms of meet the obligations hereunder. If Landlord refuses to give its consent to any proposed assignment or subletting, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease except for any sublease term, which shall be at Tenant's discretion by giving Tenant thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease or assignment. Any assignee shall assumetermination, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third whereupon each party beneficiary thereof. Each sublease permitted hereby shall be subject released from all further obligations and subordinate to all of the termsliability hereunder, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease shall In the event that Tenant assigns or sublets the Leased Premises or any part thereof, and at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be permitted hereby unless as a condition obligated to effectiveness thereofpay to Landlord, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee Landlord, as Additional Rent, 50% of such subleaseexcess rent and/or other consideration. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent $500.00 upon demand by Landlord to reimburse Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any sublease of the Demised Premisesrequested assignment, subletting or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Leased Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note AgreementSubtenant, as defined herein and thereinlong as it complies with the provisions of Article 14 of the Master Lease, Tenant may shall have the right to assign this Lease Sublease, or sublease all or any portion of the Demised Premises subject to Sublease Premises, upon receipt of the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgageeSublandlord. Notwithstanding Provided, however, notwithstanding anything to the foregoingcontrary contained in this Sublease, Tenant may assign this Lease to any person which is in the event Subtenant contemplates a successor to Tenant as permitted by the terms transfer of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If all or any part of the Demised Premises, Subtenant shall give Sublandlord notice (the “Intention to Transfer Notice”) of such contemplated transfer (whether or not the contemplated transferee or the terms of such contemplated transfer have been determined). The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Sublease Premises which Subtenant intends to transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated transfer, and shall specify that such Intention to Transfer Notice is sublet delivered to Sublandlord pursuant to this Section 22 in order to allow Sublandlord to elect to recapture the Contemplated Transfer Space. Thereafter, Sublandlord shall have the option, by giving written notice to Subtenant within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Such recapture shall cancel and any Event terminate this Sublease with respect to such Contemplated Transfer Space as of Default exists hereunderthe Contemplated Effective Date. If Sublandlord declines, Landlord may collect Base Rent and Additional Rent from or fails to elect in a timely manner, to recapture such subtenant. Any assignment or sublease shall require Contemplated Transfer Space under this Section 22, then, subject to the assignee or subtenant to comply with all other terms of this Lease except Section 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Sublandlord shall not have any sublease termright to recapture the Contemplated Transfer Space with respect to any transfer made during the Six Month Period, which provided that any such transfer is substantially on the terms set forth in the Intention to Transfer Notice, and provided further that any such transfer shall be at Tenant's discretion subject to the remaining terms of this Section 22. If such a transfer is not so consummated within the Six Month Period (but in no event extend beyond or if a transfer is so consummated, then upon the expiration of the term of this Leaseany transfer of such Contemplated Transfer Space consummated within such Six Month Period), and Subtenant shall again be required to submit a duplicate original of such sublease or assignment shall be delivered new Intention to Landlord at least ten (10) days prior Transfer Notice to the commencement of such sublease or assignmentSublandlord with respect to any contemplated transfer, as provided above in this Section 22. Any assignee shall assume, by instrument in form and content satisfactory If Sublandlord does not elect to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignmentrecapture, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, if as a result of the termination of this Lease. No sublease shall be permitted hereby unless sublease, Subtenant receives from the sub-sublessee a Transfer Premium (as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made defined in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any Section 14.3 of the foregoing. No assignment or sublease Master Lease), then Subtenant shall be made unless any guarantor pay Sublandlord 50% of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease Transfer Premium as and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedwhen received.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Lessee may not mortgage, pledge, hypothecate, assign, transfer, sublet or under otherwise deal with this Lease or the Note Agreement, Premises in any manner except as defined herein and therein, Tenant may specifically provided for in this Section 8: (A) In the event that the Lessee desires to assign this Lease or sublease all or any portion of the Demised Premises subject to any other party, the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original conditions of such sublease or assignment and the identity of the sublessee or assignee, provided all by means of an executed agreement conditioned on Lessor's approval, shall be communicated to the Lessor in writing not less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee within fifteen (15) Business Days following Lessor's receipt of the above-referenced agreement, to terminate the within Lease and recapture Premises (or the part thereof relating to the assignment or sublease) so that such prospective sublessee or assignee shall then become the direct lessee of Lessor hereunder, or alternatively to recapture said Premises and cancel this Lease whereupon Lessee shall be fully released from any and all obligations hereunder. (B) In the event that the Lessor elects not to recapture the Premises or cancel this Lease or part thereof as the case may be in accordance with (A) above, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises so offered to Lessor, subject to the Lessor's prior written consent, and subject to the consent of any mortgagee, trust deed holder or ground lessor, on the basis of the terms and conditions enumerated herein in this Subsection 8 (B). Lessor shall not consent, and shall not be deemed unreasonable for failure to consent, to any proposed sublease or an assignment of the Lease to a tenant, subtenant or other occupant of the Building or Complex (or to a subsidiary or affiliate thereof), or if, in the judgment of Lessor, the business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building, violates any exclusive granted to any other tenant in the Building, or such business will create increased use of the Common Facilities of the Parcel and/or Building or if the proposed sublease or assignment is to any State, Federal or municipal agency or bureau or if such mortgagee, trust deed holder or ground lessor does not consent thereto. The provisions of Section 5(I) also shall apply hereto. In connection with any request for Lessor to consent to an assignment or subletting: (1) The Lessee shall provide to the Lessor the name and address of the assignee or sublessee, and copies of financial reports certified by an officer of the transferee and other relevant financial information of the assignee or sublessee reasonably required by Lessor. (2) The assignee or sublessee shall assume, by written instrument, all of the obligations of Lessee under this Lease, and a copy of such assumption agreement shall be furnished to the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against the Lessor shall be no greater than those of the Lessee and any sublease shall expressly acknowledge that Lessor and sublessee are not in privity of contract. (3) The Lessee and each assignee or subtenant shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Term Fixed Basic Rent and Additional Rent reserved herein as and when required to be paid, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. (4) The Lessee and any assignee or subtenant shall promptly pay to Lessor any consideration received for any assignment or all of the rent (Fixed Basic Rent and Additional Rent), and any other consideration payable by the subtenant to Lessee under or in connection with the sublease, as and when received, in excess of the Term Fixed Basic Rent and Additional Rent required to be paid by Lessee for the period affected by said assignment or sublease for the area sublet, computed on the basis of an average square foot rent for the gross square footage Lessee has leased. (5) In any event, the acceptance by the Lessor of any rent (Fixed Basic Rent and Additional Rent) from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease nor, without express written consent to any assignment or sublease, operate as Lessor's consent to an assignment or sublease. (6) Lessor shall require a Five Hundred and 00/100 ($500.00) Dollar payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. (7) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor for money damages by reason of any refusal, withholding or delaying by Lessor of any consent, and in such event, Lessee's only remedies therefor (if any) shall be an action for specific performance, injunction or declaratory judgment to enforce any such requirement. (C) In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "GRANTOR") , for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "DISPOSITION"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Lessor shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accepts such offer of first refusal, the transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. (D) Without limiting any of the provisions of Sections 13 and 14, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), or if pursuant to any State insolvency or bankruptcy law, Lessee is permitted to assign this Lease, notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such code or law shall be deemed to mean the deposit of cash security in an amount equal to the sum of one (1) year's Term Fixed Basic Rent and Additional Rent for the next succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Lessor) , which deposit shall be held by Lessor for the balance of the Term, without interest, as Additional Security Deposit, as hereinafter defined, for the full performance of all of Lessee's obligations under this Lease, to be held and applied in the manner specified for the Security Deposit in Section 17 hereof. (E) The sale, issuance or transfer of equity interests or change in control of Lessee or any Affiliate shall be deemed an assignment of this Lease unless: (a) it involves the sale or issuance of securities registered under the Securities Act of 1933, as amended, (b) it is made amongst the existing principals of Lessee or any Affiliate, or (c) it results from the death of a principal of Lessee or any Affiliate. (F) Except as specifically set forth above, no portion of, or any right to use or occupy all or any of, the Demised Premises or of Lessee's interest in this Lease may be acquired by any other person or entity, directly or indirectly, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Lessee, nor shall Lessee pledge its interest in this Lease or in any Security Deposit required hereunder. (G) If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of this Section 8 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a trust, partnership, limited liability company, limited liability partnership or joint venture (an "ENTITY"), said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such Entity (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership or membership interests) which results in a change of control of such Entity as if such transfer of an interest in the distributions of profits and losses of such Entity which results in a change of control of such Entity were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee's assets, (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Lessee immediately prior to such merger, consolidation or transfer or (b) the net worth of Lessee herein named on the date of this Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Landlord Lessor at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and any such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedtransaction.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent. In the event of Landlord any assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingrenewal, extension, expansion, rights of first offer, rights of first refusal or other rights or options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be in any way materially and adversely affected so as to reduce the value thereof; (ii) the business reputation of the proposed assignee or subtenant is reasonably unacceptable and will materially and adversely diminish the value of the Building; (iii) the financial worth of the proposed assignee or subtenant is reasonably insufficient to comply meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building. (c) If Tenant shall make any assignment or sublease, with all terms Landlord’s consent, for a rental in excess of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including any accrued obligations at the time following Tenant’s recoupment of the effective date of the assignmentits reasonable and actual costs associated therewith (such as commissions, legal fees and such assumption agreement build-out costs) Tenant shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn pay to Landlord and waive fifty percent (50%) of any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleaseexcess rental upon receipt. Tenant agrees to pay on behalf of Landlord any $750.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed Leased Premises as above provided. No such further assignment or subleasing shall relieve Tenant from any of a condition to Landlord processing Tenant's obligations in this Lease contained’s request.

ASSIGNMENT AND SUBLEASE. Provided there Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord to withhold or deny its consent with respect to any proposed assignment or subletting to a third party that is already a tenant in the Building or the Park). In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder, and any extension, expansion rights, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. 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 to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord’s right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord’s opinion (i) the Leased Premises are no Events or may be in any way adversely affected; (ii) the business reputation of Defaults hereunder the proposed assignee or under subtenant is unacceptable; or (iii) the Note Agreementfinancial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is to be less than the then current rent for similar premises in the Park. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any such requested assignment, as defined herein subletting or any other hypothecation of this Lease or Tenant’s interest in and thereinto the Leased Premises. Notwithstanding the foregoing, Tenant may assign this the Lease or sublease all or any portion of the Demised Leased Premises subject without Landlord’s consent to any of the terms hereoffollowing (a “Permitted Transferee”), provided that the Permitted Transferee’s financial condition, creditworthiness and business reputation following the transfer are equal to or exceed those of Tenant: (1) any successor corporation or other entity resulting from a merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant’s assets; or (iii) any entity which controls, is controlled by, or is under common control with Tenant. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to give Landlord at least ten thirty (1030) days days’ prior to the commencement written notice of such sublease assignment or assignmentsublease. Any assignee Permitted Transferee shall assume, by instrument assume in form writing all of Tenant’s obligations under this Lease. Tenant shall nevertheless at all times remain fully responsible and content satisfactory to Landlord, liable for the due payment of rent and the performance and observance of all of Tenant's ’s other obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, including any accrued obligations at the time of the effective date of the assignmenttransferring its interest to a shell corporation that subsequently files a bankruptcy), and any such assumption agreement transfer shall state that the same is made by the assignee for the express benefit constitute an Event of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord Default hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Except as otherwise provided in Article VIII regarding Permitted Mortgages and Article X regarding transfers, and below in this Article, the Lessee shall not assign, sublease, sell or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or otherwise convey any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign Lessee's rights under this Lease without the exclusive prior written consent of Landlord and any mortgageethe CLT. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state The Lessee agrees that the same is made by CLT shall have broad and full discretion to withhold such consent in order to further the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject mutual purposes and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and goals set forth in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereofIf permission is granted, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless subject to the following conditions: a. any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease shall be subject to all of the terms and confirm that its obligations provisions of this Lease; b. in the case of a sublease, the rental or occupancy fee charged the sublessee shall not be affected more than that amount charged the Lessee by the CLT, plus a pass-through of actual costs to the Lessee for the Improvements (such as debt service costs under a Permitted Mortgage); c. the written consent of the Permitted Mortgagee, if any, must be obtained ; and d. in the case of an assignment, the total consideration for such assignment and the related sale or sublease, and, provided, further, that if any modification to transfer of the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, Improvements shall be required to confirm not exceed the Purchase Option Price as calculated in writing their approval accordance with Article X of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunderLease. Any assignment or subletting provision of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary notwithstanding, this Lease, including the right of first refusal described in the preceding Section, may be assigned by the Permitted Mortgagee by foreclosure sale, deed in lieu of foreclosure or otherwise and notwithstanding by any consent by Landlord purchaser at the foreclosure sale without CLT's consent. The execution and delivery of any Permitted Mortgage shall not be deemed to constitute an assignment or transfer of this Lease, nor shall any sublease of the Demised Premises, Permitted Mortgagee be deemed an assignee or any portion thereof, or to any assignment transferee of this Lease or so as to require the Permitted Mortgagee to assume responsibility for the performance of Tenantany agreements on the part of the Lessee to be performed under the Lease. Any assignment of ▇▇▇▇▇▇'s interest or estate in shall be governed by the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in provisions of Section 3.3 of this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedLease.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Lessee may not mortgage, pledge, hypothecate, assign, transfer, sublet or under the Note Agreement, as defined herein and therein, Tenant may assign otherwise deal with this Lease or the Premises in any manner except as specifically provided for in this Section 8: (A) In the event that the Lessee desires to sublease or assign the Premises or sublease all or any portion of the Demised Premises subject to any other party, the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original conditions of such sublease or assignment and the identity of the sublessee or assignee, provided all by means of an executed agreement conditioned on Lessor’s approval, shall be communicated to the Lessor in writing not less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee within twenty (20) days following Lessor’s receipt of the above-referenced agreement, to recapture the within Lease so that such prospective sublessee or assignee shall then become the sole lessee of Lessor hereunder or alternatively to recapture said space and the within Lessee shall be fully released from any and all obligations hereunder. (B) In the event that the Lessor elects not to recapture the Lease or part thereof as the case may be in accordance with (A) above, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises so offered to Lessor, subject to the Lessor’s prior written consent, which consent shall not be unreasonably withheld, and subject to the consent of any mortgagee, trust deed holder or ground lessor, on the basis of the terms and conditions enumerated herein in this Subsection 8(B). However, Lessor shall not be deemed unreasonable if it refuses to consent to any proposed sublease or an assignment of the Lease to a tenant, subtenant or other occupant of the Building or Complex (or to a subsidiary or affiliate), or if, in the reasonable judgment of Lessor, the business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building, violates any exclusive granted to any other tenant in the Building, or such business will create substantial increased use of the Common Facilities of the Parcel and/or Building or if the proposed sublease or assignment is to any State, Federal or municipal agency or bureau. (1) The Lessee shall provide to the Lessor the name and address of the assignee or sublessee, and copies of financial reports and other relevant financial information of the assignee or sublessee reasonably required by Lessor. (2) The assignee or sublessee shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee’s rights against the Lessor shall be no greater than those of the Lessee. (3) The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Term Fixed Basic Rent and Additional Rent reserved herein as and when required to be paid, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. (4) The Lessee and any assignee shall promptly pay to Lessor any consideration received for any assignment or all of the rent (Fixed Basic and Additional), and any other consideration payable by the subtenant to Lessee under or in connection with the sublease (including, but not limited to, sums paid for the sale or rental of Lessee’s fixtures, leasehold improvements, equipment, furniture, or other personal property unless said sums are reasonable, bona fide payments made solely for the sale or rental of said items and not in lieu of rent or other consideration for the assignment or sublet, all as reasonably determined by Lessor), as and when received, in excess of the Term Fixed Basic Rent and Additional Rent required to be paid by Lessee for the period affected by said assignment or sublease for the area sublet, computed on the basis of an average square foot rent for the gross square footage Lessee has leased. (5) In any event, the acceptance by the Lessor of any rent (Fixed Basic and Additional) from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. (6) Lessor shall require a Five Hundred and 00/100 ($500.00) Dollar payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. (7) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor for money damages by reason of any refusal, withholding or delaying by Lessor of any consent, and in such event, Lessee’s only remedies therefor shall be an action for specific performance, injunction or declaratory judgment to enforce any such requirement. (C) Any sublet or assignment to an “Affiliate” as hereinafter defined shall not be subject to the provisions of Subsections 8(A), 8(B)(4) or 8(B) (6) hereof and shall not require Lessor’s prior written consent, but all other provisions of this Section shall apply. (D) In the event that any or all of Lessee’s interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee’s interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the “Grantor”), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a “Disposition”), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Lessor shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee’s interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accepts such offer of first refusal, the transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. (E) Without limiting any of the provisions of Sections 13 and 14, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), or if pursuant to any State insolvency or bankruptcy law, Lessee is permitted to assign this Lease, notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such code or law shall be deemed to mean the deposit of cash security in an amount equal to the sum of one (1) year’s Annual Fixed Basic Rent and Additional Rent for the next succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Lessor), which deposit shall be held by Lessor for the balance of the Term, without interest, as Additional Security Deposit, as hereinafter defined, for the full performance of all of Lessee’s obligations under this Lease, to be held and applied in the manner specified for the Security Deposit in Section 17 hereof. (F) The sale or transfer of stock control, if Lessee be a corporation, shall be deemed an assignment of this Lease unless: (a) it involves the sale or issuance of securities registered under the Securities Act of 1933, as amended, (b) it is made amongst the existing stockholders of Lessee, or (c) it results from the death of a stockholder of Lessee. (G) Except as specifically set forth above, no portion of the Demised Premises or of Lessee’s interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Lessee, nor shall Lessee pledge its interest in this Lease or in any Security Deposit required hereunder. (H) If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of this Subsection 8(H) shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock [or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock] which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee’s assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee’s assets, (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Lessee immediately prior to such merger, consolidation or transfer or (b) the net worth of Lessee herein named on the date of this Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Landlord Lessor at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and any such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedtransaction.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder 13.1 Lessee covenants and agrees that it will not sell, convey, transfer, mortgage, pledge or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all Agreement or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease part thereof, or any rights created thereby, without the exclusive prior written consent of Landlord and any mortgageethe Lessor, which consent shall not be unreasonably withheld; provided that Lessee may enter into rental agreements in a form approved by Lessor for hangers located on the Leased Premises for a term of one (1) year or less without the consent of Lessor. Notwithstanding Lessee will be allowed one (1) assignment, after which, a new lease will be required. Upon assignment Lessee agrees to pay the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms Lessor one percent (1%) of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. sale price. 13.2 Any assignment or sublease transfer of this Agreement, or any rights of Lessee hereunder, without the consent of the Authority, shall require entitle the Authority at its option to forthwith cancel this Agreement. 13.3 Any assignment of this Agreement approved and ratified by the Authority shall be on the condition that the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), accepts and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate agrees to all of the terms, covenants conditions and conditions provisions of this Lease Agreement, and agrees to accept and discharge all of the rights covenants and obligations of Landlord Lessee hereunder; , including but not limited to the payment of all sums due and in to become due by Lessee under the event this Lease shall terminate before terms hereof. 13.4 No consent by the expiration Authority to subleasing by Lessee of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result portions of the termination of this Lease. No sublease Leased Premises shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord in any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost way relieve Lessee of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment to the Authority set forth or subletting arising from this lease and a termination of Lessee's rights hereunder shall terminate all subleases. 13.5 No consent to subleasing by the Lessee to a person, corporation or partnership conducting any business for profit derived from activities at the Airport shall be granted by the Authority without a duly executed permit agreement between the Authority and the sublessee. 13.6 If the Lessee assigns, sells, conveys, transfers, mortgages, or pledges this Lease which is not Agreement or sublets any portion of the Leased Premises in compliance with violation of the foregoing provisions of this paragraph Section, or has failed to pay any rental due to Authority, Authority may collect from any assignee, tenant, sublessee or anyone who claims a right to this Agreement or who occupies the Leased Premises, any charges or fees payable by it and may apply the net amount collected to the rents herein reserved; and no such collection shall be deemed a waiver by Authority of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything agreements contained in this Lease to the contrary and notwithstanding Section nor of acceptance by Authority of any consent by Landlord to any sublease assignee, tenant, claimant or occupant, nor as a release of the Demised Premises, or any portion thereof, or to any assignment Lessee by Authority from the further performance by the Lessee of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedagreements contained herein.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent, which consent of shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to withhold or deny its consent with respect to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any proposed assignment or sublease shall require the assignee or subtenant subletting to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and that is already a tenant in the event this Lease shall terminate before Building or the expiration Park, unless Landlord cannot accommodate the space requirements of such sublease, third party). In the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive event of any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitationTenant shall remain primarily liable hereunder, the cost and any extension, expansion, rights of any alterationfirst offer, addition, improvement rights of first refusal or other renovation options granted to Tenant under this Lease shall be rendered void and of no further force or refurbishment effect. The acceptance of rent from any other person shall not be deemed to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with be a waiver of any of the foregoing. No provisions of this Lease or to be a consent to the assignment of this Lease or sublease shall be made unless any guarantor the subletting of the TenantLeased Premises. Without in any way limiting Landlord's obligations or any party responsible for Tenant's obligations shall give its written right to refuse to consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord's opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is less than eighty five percent (85%) of the then current rent for similar space within the Park. In the event that Tenant sublets the Leased Premises or any part thereof, or assigns this Lease and at any time receives rent and/or other consideration which is not in compliance with the provisions of this paragraph shall exceeds that which Tenant would at that time be of no effect and void. Except as permitted herebyobligated to pay to Landlord, Tenant shall not transferpay to Landlord 50% of the gross excess, subletnet of Tenant's reasonable costs for brokerage, assign or otherwise encumber its interest advertising, legal and renovation, in such rent as such rent is received by Tenant and 50% of any other consideration received by Tenant from such subtenant in connection with such sublease or, in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease case of the Demised Premises, or any portion thereof, or to any assignment of this Lease or by Tenant, Landlord shall receive 50% of Tenant's interest or estate any consideration paid to Tenant by such assignee in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No connection with such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedassignment.

ASSIGNMENT AND SUBLEASE. Provided Tenant, if there are is no Events of Defaults hereunder or under Material Breach ----------------------- (as herein defined) by Tenant hereunder, shall have the Note Agreement, as defined herein and therein, Tenant may right to assign this Lease or to sublease all or any portion of the Demised Premises subject to Premises, without Landlord's written consent in accordance with the terms hereofof this Paragraph 14. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Demised Premises to any person an affiliate or subsidiary more than fifty percent (50%) of the voting stock of which is owned directly or indirectly by the direct or remote parent of Tenant (without Landlord's consent, upon prior written notice to Landlord) and further Tenant's interest in this Lease may be assigned to and assumed by a successor to Tenant as permitted by the terms pursuant to a purchase of all or substantially all of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from assets of Tenant in connection with the sale of such assignee. If assets or to any part entity which acquires all of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantTenant's capital stock (without Landlord's consent upon prior written notice to Landlord). Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original copy of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby by this Paragraph 14 shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No Any assignment or subletting under this paragraph Paragraph 14 shall not relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph Paragraph 14 shall be of no effect and void. Except as permitted herebyin this Paragraph 14, Tenant shall not transfer, sublet, assign assign, or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease , unless consented to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing hereunder shall relieve Tenant from any of Tenant's obligations in this Lease contained. All profits from any such assignment or subletting shall be the property of Tenant and not Landlord.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreementa) Subject to Section 21(b) below, as defined herein and therein, Tenant Cleveland Municipal School District may assign this Lease or sublease all or any a portion of the Demised Premises subject to an entity engaged in the terms hereofmission to educate Cleveland's children. Tenant shall provide written notice of the terms and conditions of such sublease to Landlord prior to the effective date. b) The Tenant shall provide to the Landlord the following: (i) The name and address and address of the subtenant; (ii) All the terms and conditions of the subletting; (iii) The nature and character of the business of the subtenant; (iv) Any sublease shall expressly acknowledge that said subtenant’s rights against Landlord shall be no greater than those of Tenant. In addition, any request by Tenant for Landlord’s consent to an assignment or sublease shall not assign this Lease without include any option or right of expansion, renewal, first refusal, option to purchase, or any other right or option with respect to the exclusive prior written consent Premises, any other portion of Landlord and the Building or for any mortgagee. Notwithstanding period of time beyond the foregoingoriginal Term, Tenant may assign hereby acknowledging that such rights and options, if any, are personal to Tenant. (v) The Tenant and each assignee and sublessee shall be and remain liable for the observance of all the covenants and provisions of this Lease to any person which is a successor to Tenant as permitted by Lease, including, but not limited to, the terms payment of the Note Agreement. If this Lease is assigned, Lessor may collect Base Fixed Basic Rent and Additional Rent directly reserved herein, through the entire Term, as the same may be renewed, extended or otherwise modified. (vi) In any event, the acceptance by the Landlord of any rent from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant from any of the subtenants or assignees or the failure of the Landlord to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and insist upon a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due strict performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, conditions and covenants herein shall not release the Tenant herein, nor any assignee or subtenant, from any and conditions of this Lease and to all of the rights obligations to be performed by it in accordance herewith during and for the entire Term. c) Except as specifically set forth above, no portion of Landlord hereunder; and the Premises or of Tenant’s interest in the event this Lease shall terminate before the expiration of such may be acquired by any other person or entity, whether by assignment, mortgage, sublease, the sublessee thereunder willtransfer, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease operation of law or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor act of the Tenant's obligations or any party responsible for Tenant's obligations , nor shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent, not to be unreasonably withheld, conditioned or delayed. In the event of Landlord any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. Tenant shall provide Landlord with at least thirty (30) days’ prior notice of Tenant’s intent to market all or a portion of the Leased Premises for assignment or sublease to third parties. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or with the consummation of the proposed assignment or sublease would be reasonably likely to be adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable, or (iii) the financial condition of the proposed assignee or subtenant is insufficient, in Landlord’s commercially reasonable judgment, to comply meet its obligations hereunder. Landlord shall deny or give its consent to any proposed assignment or subletting within five (5) business days after receiving a request to consent, and if Landlord denies such request then it shall provide Tenant with all terms a detailed reason therefor. If Landlord has not responded to Tenant’s request within five (5) business days of delivery of a final execution-ready assignment or sublease document, together with the materials necessary to satisfy the consent requirements (if any) set forth in this Lease except for any sublease termLease, which then Tenant shall be at Tenant's discretion entitled to send Landlord a second (but 2nd) notice containing the following statement in no event extend beyond the term of this Lease)bold and CAPITAL letters “THIS NOTICE IS BEING SENT PURSUANT TO ARTICLE 11 OF THE LEASE. LANDLORD HAS FAILED TO RESPOND TO TENANT’S REQUEST FOR APPROVAL OF AN ASSIGNMENT OR SUBLEASE TRANSACTION, and a duplicate original of such sublease or assignment AND IF LANDLORD FAILS TO RESPOND WITHIN TWO (2) BUSINESS DAYS FOLLOWING DELIVERY OF THIS NOTICE, LANDLORD SHALL BE DEEMED TO HAVE APPROVED TENANT’S PROPOSED ASSIGNMENT OR SUBLEASE TRANSACTION,” then Landlord shall be delivered deemed to Landlord at least ten have approved the proposed transaction consistent with Tenant’s request. (10c) days prior to If Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including any accrued obligations at the time then after reimbursement to Tenant of the effective date of the assignment, and Tenant’s expenses related to such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such assignment or sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee fifty percent (50%) of any such subleaseexcess rental within three (3) business days of receipt. Tenant agrees to pay on behalf Landlord $1,500.00 within thirty (30) days of written demand by Landlord any for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and thereinthat Tenant shall not be in default hereunder, Tenant may assign this the Lease or sublease all the Premises to any party, subject to the following: (a) In the event that Tenant desires to sublease the whole or any portion of the Demised Premises subject to or assign the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this within Lease to any person which is a successor to Tenant as permitted by other party, the terms and conditions of such sublease or assignment, together with the name and address of the Note Agreementproposed assignee or sublessee, financial statements prepared by a certified public accountant, certified to the President of the proposed assignee or sublessee; the nature and character of the business of the proposed sublessee or assignee; and any other information requested by Landlord reasonably calculated to enable Landlord to determine the proposed assignee or sublessee's financial responsibility, shall be communicated to Landlord in writing no later than sixty (60) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, Landlord shall have the option, exercisable in writing to Tenant, to recapture the within Lease so that such prospective sublessee or assignee shall then become the sole Tenant of Landlord hereunder, or alternatively, to recapture said space, provided the aggregate of all subleased space as recaptured exceeds 15,000 square feet and the sublease as recaptured is for the balance of the term less one (1) day. If Upon receipt by Tenant of said notification of intent to recapture, Tenant shall then remove itself and all of its personal property from the Demised Premises pursuant to all the terms, conditions and provisions of this Lease is assignedand in accordance with Paragraph 5 of this Lease pertaining to Tenant's removal and restoration of the Demised Premises. In the event Landlord shall recapture the Demised Premises pursuant to this Paragraph as above stated, Lessor may collect Base the Tenant's obligation to pay Rent and Additional Rent directly from such assignee. If any part all other payments due hereunder shall continue until Tenant has completed its removal and restoration of the Demised Premises is sublet pursuant thereto. Tenant shall be required to pay the full monthly rental for every month or any portion thereof in which it remains in occupancy hereunder up to and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent until it has completed its removal from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply Demised Premises in accordance with all of the terms of this Lease except for and Landlord has retaken possession thereof. After Tenant's removal from the Demised Premises and restoration of same, and Landlord has retaken possession thereof, this Lease shall terminate, cease and come to an end. (b) In the event that Landlord elects not to recapture the Lease as hereinabove provided, Tenant may nevertheless assign this Lease or sublet the whole or any sublease termportion of the Premises, subject to the Landlord's prior written consent, which consent shall not be at Tenant's discretion (but unreasonably withheldor unduly delayed; provided, however, that Landlord shall not be deemed unreasonable if it refuses to consent to any proposed sublease or assignment of the Lease to any tenant, subtenant or other occupant of the Building, or, if, in no event extend beyond the term reasonable judgment of this Lease)Landlord, and a duplicate original the business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building,and subject to the consent of any mortgagee, trust deed holder, or ground lessor, on the basis of the following terms and conditions: (1) The Demised Premises shall not, without Landlord's prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental rate lower than the higher of (a) the annual Rent then payable, or (b) the then prevailing rental rate for other space in the Building. (2) The terms and conditions of the sublease or assignment shall not be delivered materially altered from those terms and conditions previously communicated to Landlord. (3) The assignee or sublessee shall assume, by written instrument satisfactory to Landlord, exercising reasonable discretion, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to Landlord at least within ten (10) days prior to the commencement of such sublease or assignment. Any its execution. (4) Tenant and each assignee shall assume, by instrument in form be and content satisfactory to Landlord, remain liable for the due performance observance of all the covenants and provisions of Tenant's obligations under this Lease, including including, but not limited to, the payment of Rent reserved herein, throughout the Term, as the same may be renewed, extended or otherwise modified. (5) Tenant and any accrued obligations at the time assignee shall promptly pay to Landlord fifty (50%) percent of any consideration received for any assignment or sublet and/or all of the effective date Rent received by Tenant in excess of the assignmentRent required to be paid by Tenant for the area assigned or sublet, computed on the basis of an average square foot rent for the gross square footage Tenant has leased, except that Tenant shall in such instance be entitled to retain one hundred (100%) percent of any compensation received for furniture and equipment without sharing it with Landlord, provided such assumption agreement shall state that compensation is at fair market value. (6) In any event, the same is made acceptance by Landlord of any Fixed Basic Rent or Additional Rent from the assignee for or from any of the express benefit subtenants, or the failure of Landlord as to insist upon a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all strict performance of any of the terms, conditions, and covenants and conditions of contained herein, shall not release Tenant herein, nor any assignee assuming this Lease or sublessee, from any and to all of the rights of obligations herein during and for the entire Term. (7) Tenant shall deposit with Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, a sum equal to three (3) months rent to be paid by the sublessee thereunder will, at or assignee as and for an additional Security Deposit to be held by Landlord in accordance with the terms of Paragraph 16 hereof. (8) Landlord shall require a Seven Hundred Fifty and 00/100 ($750.00) Dollar payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord's optionfailure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance, attorn to and Tenant shall have no other claim or cause of action against Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination Landlord's actions in refusing to consent thereto. (c) Any sublet or assignment to a parent, subsidiary, affiliate (as hereinafter defined) or successor entity of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification subject to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect Subparagraphs (a) and void. Except as permitted hereby, Tenant (b)(5) hereof and shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without require Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing consent, but all other provisions of this Paragraph shall relieve Tenant from any of Tenant's obligations in this Lease containedapply.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord to withhold or deny its consent with respect to any proposed assignment or subletting to a third party that is already a tenant in the Building or the Park). Landlord shall consent or withhold its consent (stating with reasonable particularity the grounds upon which consent is being withheld) in writing within a reasonable period of time after Tenant’s written request therefor, but in no event more than thirty (30) days after Tenant’s delivery of such request. If Landlord has not withheld consent by written notice to Tenant within said thirty (30) day period, then Tenant shall send Landlord written notice thereof expressly noting therein that if Landlord does not respond to such notice, such failure shall be deemed approval, and if Landlord fails to consent or withhold its consent within ten (10) days of receipt of written notice thereof, Landlord shall be deemed to have consented to such proposed assignment or sublease. Subject to Section 11.02 below, any change in control of Tenant resulting from a merger, consolidation, stock transfer or asset sale shall be considered an assignment or transfer that requires Landlord’s prior written consent. In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. Without in any way limiting Landlord’s right to reasonably withhold its consent to any assignment or subletting of this Lease, Landlord shall be deemed to have reasonably withheld its consent to a proposed assignment or sublease if in Landlord’s commercially-reasonable opinion (i) the business reputation of the proposed assignee or subtenant is unacceptable; (ii) the financial worth of the proposed assignee or subtenant is insufficient to comply with meet the obligations hereunder; (iii) the prospective assignee or subtenant is a current tenant of the Park or has been within the year preceding Tenant’s request for consent a bona-fide third-party prospective tenant. If Landlord refuses to give its consent to any proposed assignment or subletting of all terms of the Leased Premises, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease except for any sublease term, which shall be at Tenant's discretion by giving Tenant thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease termination, whereupon each party shall be released from all further obligations and liability hereunder. In the event that Tenant sublets the Leased Premises or assignment. Any assignee shall assumeany part thereof, by instrument in form or assigns this Lease, and content satisfactory at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord, the due performance Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of all such excess in such rent as such rent is received by Tenant and fifty percent (50%) of any other consideration received by Tenant from such assignee or subtenant, net of Tenant's obligations under this Lease’s cost and expense in effectuating such transfer such as, including any accrued obligations at the time by way of the effective date of the assignmentexample only, broker commissions and such assumption agreement shall state that the same is made by the assignee Tenant interior finishes or allowances for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleasesame. Tenant agrees to pay on behalf of Landlord any Five Hundred and all costs of No/100 Dollars ($500.00) upon demand by Landlord, to reimburse Landlord or otherwise occasioned by such assignment or subletting, including without limitation, for reasonable accounting and attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationsuch requested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Leased Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder, and except in the case of a Permitted Transfer in accordance with Section 11.02 below, any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms of this Lease except meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a bona-fide third-party prospective tenant, Landlord has comparable space available for any sublease term, which shall be at Tenant's discretion (but lease in no event extend beyond the term of this Lease)Park, and Landlord has submitted a duplicate original of proposal to such sublease tenant or assignment shall be delivered to Landlord at least ten prospective tenant within sixty (1060) days prior to of the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all date of Tenant's obligations under this Lease’s request to assign or sublease. For the avoidance of doubt, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the termsprovisions of subsection (iv) must be satisfied in order for Landlord to deny consent pursuant to such subsection. If Landlord refuses to give its consent to any proposed assignment or subletting, covenants and conditions of Landlord may, at its option, within fifteen (15) days after receiving a request to consent, terminate this Lease and to all of the rights of Landlord hereunder; and in the event case of a proposed assignment, or terminate this Lease shall terminate before with respect to the expiration subject space in the case of such a proposed sublease, by giving Tenant written notice within fifteen (15) days after receiving a request to consent, which date of termination shall be the sublessee thereunder willcommencement date proposed in such assignment or sublease, at Landlord's optionwhereupon each party shall be released from all further obligations and liability hereunder, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease shall be permitted hereby unless as a condition Notwithstanding the foregoing, in the event Landlord elects to effectiveness thereofterminate this Lease pursuant to the immediately preceding sentence, Tenant shall have assigned the right to withdraw its assignment or sublet request within ten (10) days after receipt of Landlord’s termination notice, whereupon Landlord’s termination shall be ineffective and this Lease shall continue in full force and effect. (c) If Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the rent payable under this Lease, Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt (less Tenant’s actual and Landlord shall have effectively assigned to mortgagee reasonable third party out of pocket expenses incurred in connection with such subleasesubletting or assignment). Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Subtenant shall not assign, mortgage, pledge or under otherwise encumber, directly or indirectly, this Sublease, the Note Agreement, as defined herein and Subleased Premises or any interest therein, Tenant may assign this Lease or sublease all allow any transfer thereof or any portion lien upon Subtenant’s interest by operation of law or otherwise, further sublet the Subleased Premises or any part thereof, or permit the occupancy of the Demised Subleased Premises subject to or any part thereof by anyone other than Subtenant, without in each instance obtaining the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord Overlandlord and Sublandlord in their respective discretion. If Sublandlord consents thereto, Sublandlord shall use reasonable efforts to obtain the consent of Overlandlord under the ▇▇▇▇▇▇▇▇▇; provided, however, Subtenant shall reimburse Sublandlord for any mortgageecosts incurred by Sublandlord with respect thereto. Notwithstanding the foregoingSublandlord shall consent to an assignment or subletting to a “Permitted Transferee” as defined below, Tenant may assign this Lease to any person provided that Subtenant gives Sublandlord reasonable advance written notice of such intended assignment which is a successor to Tenant as permitted by the terms notice shall include copies of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any proposed assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption subletting agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment related non-confidential documentation as applicable and further provided that Overlandlord consents in writing to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modifiedPermitted Transferee. No assignment or subletting under this paragraph shall relieve Tenant (or including, without limitation, any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is to a Permitted Transferee) shall relieve Subtenant from Subtenant’s obligations and agreements hereunder and Subtenant shall continue to be liable as a principal and not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign guarantor or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease surety to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.same

ASSIGNMENT AND SUBLEASE. Provided there Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder. 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 to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord's right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord's reasonable opinion the Leased Premises or Building are no Events or may be in any way adversely affected by the business reputation of Defaults hereunder the proposed assignee or under subtenant is unacceptable. If Landlord refuses to give its consent to any proposed assignment or subletting of all or substantially all of the Note AgreementLeased Premises, as defined herein Landlord may, at its option, within thirty (30) days after receiving notice of the proposal, terminate this Lease by giving Tenant one hundred twenty (120) days' prior written notice of such termination, whereupon each party shall be released from all further obligations and thereinliability hereunder. Notwithstanding the foregoing, Tenant may assign this the Lease or sublease all or any portion of the Demised Leased Premises subject without Landlord's consent to any of the terms hereoffollowing (a "Permitted Transferee"), provided that the business reputation following the transfer is equal to or exceeds that of Tenant as of the date of execution of this Lease: (i) any successor corporation or other entity resulting from a public offering, merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant's assets; or (iii) any entity which controls, is controlled by, or is under common control with Tenant. Tenant shall not assign this Lease without the exclusive prior written consent of give Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease assignment or assignmentsublease. Any assignee Permitted Transferee shall assume, by instrument assume in form and content satisfactory to Landlord, the due performance of writing all of Tenant's obligations under this Lease, including any accrued obligations . Tenant shall nevertheless at the time of the effective date of the assignment, all times remain fully responsible and such assumption agreement shall state that the same is made by the assignee liable for the express benefit payment of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject rent and subordinate to the performance and observance of all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at LandlordTenant's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of other obligations under this Lease. No sublease Nothing in this paragraph is intended to nor shall be permitted hereby unless permit Tenant to transfer its interest under this Lease as part of a condition fraud or subterfuge to effectiveness thereofintentionally avoid its obligations under this Lease (for example, Tenant shall have assigned transferring its interest to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or sublettinga shell corporation that subsequently files a bankruptcy), including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease such transfer shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations constitute a Default hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder, and, except for a sublet or assignment to a Permitted Transferee (as hereinafter defined), any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent by Landlord from any other person or entity shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease hereunder. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be materially adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms meet the obligations of this Lease except Tenant hereunder, or (iv) the prospective assignee or subtenant is a current tenant of Landlord or its affiliate in 301 or 801 (each as defined in Section 17.02 below) or is a bona-fide third-party prospective tenant of Landlord or its affiliate in 301 or 801 and Landlord then has substantially similar space available for lease. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the rent publicly advertised for similar premises in the Building. Landlord agrees that Landlord shall not have the right to withhold consent to a proposed assignment or sublease term, which shall be at Tenant's discretion if such proposed assignee or subtenant meets the requirements of clauses (but in no event extend beyond the term of this Leasei), (ii) and (iv) above and has a duplicate original tangible net worth of such sublease or assignment shall be delivered to Landlord at least ten $200,000,000.00. (10c) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in and to the Leased Premises as consideration for Landlord’s consent. The provisions of this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing Section 11.01(c) shall relieve Tenant from any of Tenant's obligations in this Lease containednot apply to a Permitted Transferee.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Lessee may assign this Lease or under sublease the Note AgreementPremises to any party subject to the following: (a) Except for assignments and subleases permitted by paragraph (c) below, as defined herein and therein, Tenant may in the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing prior to the effective date of any such sublease or assignment and, prior to such effective date, the Lessor shall have the option (“Lessor’s Recapture Rights”), exercisable in writing within ten (10) business days of Lessee’s notice to Lessor to: (i) recapture that portion of the Premises to be sublet in the case of subletting, or all of the Premises in the case of an assignment (“Recapture Space”) so that such prospective sublessee or assignee shall then become the sole sublessee or lessee of Lessor hereunder, or (ii) recapture the Recapture Space for Lessor’s own use in which case the Lessee shall be fully released from its obligations with respect to the Recapture Space for said duration accruing from and after the effective date. In no event shall Lessor be liable for a brokerage commission if Lessor recaptures the Recapture Space. (b) In the event that the Lessor elects not to recapture the Recapture Space, Lessee may assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, subject to the following terms hereof. Tenant and conditions and provided the proposed use is in keeping with that of a first-class office building: i. Lessee shall not assign this Lease without provide to Lessor the exclusive prior written consent name and address of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with sublessee. ii. The assignee or sublessee shall assume, by written instrument, all terms of the obligations of this Lease except (for any sublease terma sublease, which shall be at Tenant's discretion (but in no event extend beyond only for the term of this Leasesubleased space), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to Landlord at least the Lessor within ten (10) days prior of its execution. Any sublease shall expressly acknowledge that sublessee’s rights shall be no greater than those of Lessee. No further subletting of the Premises by Lessee or any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the commencement provisions of this Article 8. iii. Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease, Lessor may, at its option, take over all of the right, title and interest of Lessee, as sublessor, under such sublease, and such sublessee shall, at Lessor’s option, attorn to Lessor pursuant to the then executory provisions of such sublease, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease or assignmentby any previous prepayment of more than one month’s rent. iv. Any The liability of Lessee and each assignee shall assumebe joint, by instrument in form several and content satisfactory to Landlordprimary for the observance of all the provisions, obligations and undertakings of this Lease, including, but not limited to, the due payment of Fixed Basic Rent and Additional Rent, through the entire Term, as the same may be renewed, extended or otherwise modified; v. Lessee and any assignee shall promptly pay to Lessor any consideration received for any assignment or all of the rent (Fixed Basic Rent and Additional Rent) and any other consideration payable by the sublessee to Lessee under or in connection with the sublease (including, but not limited to, sums paid for the sale or rental of Lessee’s fixtures, leasehold improvements, equipment, furniture, or other personal property), as and when received, in excess of the Fixed Basic Rent and Additional Rent required to be paid by Lessee for the area sublet, computed on the basis of an average square foot rent for the gross rentable square footage Lessee has leased; vi. The acceptance by Lessor of any rent from the assignee or from any of the sublessees or the failure of Lessor to insist upon strict performance of all any of Tenant's the terms, conditions and covenants herein shall not release Lessee, nor any assignee assuming this Lease, from the obligations under this Lease; vii. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor’s failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no other claim or cause of action against Lessor as a result of Lessor’s actions in refusing to consent thereto. viii. The proposed assignee or sublessee is not then an occupant of any part of the Building or any other building then owned by Lessor or its affiliates within a five-mile radius of the Building; ix. The proposed assignee or sublessee shall only use the Premises for the Permitted Use only. (c) The provisions of subsection (a) shall not apply to a Transfer (as defined below) unless the Transfer is a subterfuge for the purpose of avoiding the provisions of Subsection (a). If Lessee is a corporation, including “Transfer” means the transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any accrued obligations other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, “Transfer” means the transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control such as partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture were an assignment of this Lease. In addition, Lessor’s Recapture Rights shall not be applicable to transactions with a corporation and other entity into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee’s assets are transferred or to any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee’s assets (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principals at least equal to the time net worth of Lessee herein named on the date of the Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Lessor at least 10 days prior to the effective date of any such transaction. For purposes of this Paragraph, “change in control” shall mean the voluntary or involuntary transfer or assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit sale or otherwise, of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all more than 51% of the terms, covenants issued and conditions outstanding capital stock of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this LeaseLessee. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, In addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant Subsection (a) shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease apply to the contrary and notwithstanding any consent by Landlord to any sublease transfers of the Demised Premises, or any portion thereof, or to any assignment stock of this Lease or Lessee which are intended solely for the purpose of Tenant's interest or estate in planning of the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any current stockholders of Tenant's obligations in this Lease containedLessee.

ASSIGNMENT AND SUBLEASE. Provided there are no Events a. In the event Tenant desires to assign this Lease or sublease all or part of Defaults the Premises to any other party, Tenant shall provide written notice of the terms and conditions of such assignment or sublease to Landlord prior to the effective date of any such sublease or assignment, and, prior to such effective date, Landlord shall have the option, exercisable by written notice to Tenant within twenty (20) business days of Landlord’s receipt of written notice from Tenant, to recapture (in the case of subletting) that portion of the Premises to be sublet or all of the Premises (in the case of an assignment) (“Recapture Space”) whereupon this Lease shall be terminated with respect to the Recapture Space and Landlord and Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space thereafter accruing, except for any obligations expressly provided herein to survive the expiration or under termination of this Lease. b. In the Note Agreement, event that Landlord elects not to recapture the Recapture Space as defined herein and thereinprovided in Section 24(a) above, Tenant may assign this Lease or sublease all sublet the whole or any portion of the Demised Premises Premises, subject to Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed, on the basis of the following terms and conditions: i. Tenant shall provide to Landlord the following: (1) The name and address of the proposed assignee or subtenant; (2) All the terms hereofand conditions of the assignment or subletting; (3) The nature and character of the business of the proposed assignee or subtenant; (4) Banking, financial and other credit information relating to the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the proposed assignee’s or sublessee’s financial responsibility; and (5) In the event of a subleasing of only a portion of the Premises, plans and specifications for Tenants layout, partitioning, and electrical installations for the portion of the Premises to be subleased. ii. Tenant acknowledges that it shall not be unreasonable for Landlord to withhold its consent if Tenant shall seek to assign or sublet to the following: (1) To a government or quasi-government agency; (2) To an entity whose financial or business character is not consistent with the other tenants in the Building; (3) To an existing tenant of the Building; (4) [intentionally omitted.]; or (5) To a tenant or prospect with whom Landlord currently is negotiating for existing space in the Building that is available or may become available. iii. The assignee or subtenant shall assume, by written instrument, all of the obligations of Tenant as provided by this Lease, and a copy of such assumption agreement shall be furnished to Landlord within ten (10) days of its execution, provided, however, any such subtenants shall only be obligated to assume Tenant’s obligations arising under this Lease without with respect to the exclusive prior written portion of the Premises sublet. Any sublease shall expressly acknowledge that said subtenant’s rights in and to the Premises shall be no greater than those of Tenant, In addition, any request by Tenant for Landlord’s consent to an assignment or sublease shall not include any option or right of Landlord and expansion, renewal, first refusal, or any mortgagee. Notwithstanding other right or option with respect to the foregoingPremises, any other portion of the Building or for any period of time beyond the original Term, Tenant may assign hereby acknowledging that such rights and options, if any, are personal to Tenant. iv. Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease to any person which is a successor to Tenant as permitted by Lease, including, but not limited to, the terms payment of the Note Agreement. If this Lease is assigned, Lessor may collect Base Fixed Basic Rent and Additional Rent directly from such assignee. If reserved herein, through the entire Term, as the same may be renewed, extended or otherwise modified. v. Tenant and any part assignee or subtenant, as applicable, shall promptly pay to Landlord fifty percent (50%) of the Demised Premises is sublet difference between the rent paid by such subtenant or assignee on a monthly basis and any Event the amount of Default exists hereunderrent due for such month pursuant to this Lease, Landlord may collect Base Rent after deducting its reasonable expenses incurred for brokerage commissions, reasonable legal fees and Additional Rent from tenant improvements for such subtenant. Any assignment or sublease shall require sublease. vi. In any event, the acceptance by Landlord of any rent from the assignee or subtenant from any of the subtenants or the failure of Landlord to comply insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Tenant herein, nor any assignee or subtenant, from any and all of the obligations to be performed by it in accordance herewith during and for the entire Term. vii. Tenant shall pay to Landlord the sum of Two Thousand Five Hundred Dollars ($2,500.00) to cover its handling charges for each consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with all terms of this Lease except for respect to any sublease term, which assertion that Landlord’s failure to consent to any sublet or assignment is unreasonable shall be at Tenant's discretion the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in refusing to consent thereto. viii. Tenant or its agent shall not advertise or publicize in a publication any rental information or asking rents of the Premises or any portion thereof, including, without limitation, in a flyer, newspaper, website, trade publication or other literature or venue. c. If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Section 24(a) hereof shall apply to a transfer (but however accomplished, whether in no event extend beyond a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the term issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease), and if Tenant is a duplicate original partnership, limited liability company or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such sublease partnership, limited liability company or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership or member interests) which results in a change of control of such a partnership, limited liability company or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership, limited liability company or joint venture were an assignment of this Lease; but said provisions shall be not apply to, and Tenant shall have the right to assign or sublet this Lease without Landlord’s prior consent in connection with, transactions with an entity into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant’s assets (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (101 0) days prior to the commencement effective date of any such sublease transaction. d. Without limiting any of the provisions of this Section 24, if pursuant to the Federal Bankruptcy Code (herein referred to as the “Code”), or assignment. Any any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall assumebe deemed to mean the deposit of cash security in an amount equal to the sum of one year’s Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall he held by instrument in form and content satisfactory to LandlordLandlord for the balance of the Term, without interest, as security for the due full performance of all of Tenant's ’s obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder. e. Except as specifically set forth above, no portion of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease Premises or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its ’s interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of the Demised Premises, law or any portion thereof, act of Tenant or to any assignment change of this Lease or control of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may 9.1 Subtenant shall have a continuing right to assign this Lease or sublease all or any a portion of the Demised Premises Subleased Premises, subject to the terms hereof. Tenant prior approval of Sublandlord and Master Landlord, which approvals shall not be unreasonably withheld, conditioned or delayed. Subtenant shall provide written notice to Sublandlord as to the amount of space Subtenant elects to sublease or assign, and when Subtenant is prepared to sublease or assign such space. Sublandlord shall have the right to terminate this Sublease ("Recapture") in the event Sublandlord's consent is required and Subtenant proposes to assign this Lease without Sublease to an entity other than an Affiliate (as defined below). In addition, Sublandlord shall have the exclusive prior written consent right to Recapture that portion of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease Subleased Premises which Subtenant proposed to any person sublease to an entity which is a successor to Tenant as permitted by not an Affiliate in the terms following circumstances: (i) the portion of the Note Agreement. If this Lease Subleased Premises which Subtenant has elected to sublease includes 10,000 rentable square feet or more of office space (as opposed to lab space); or (ii) the term for such sublease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part more than 50 percent of the Demised Premises is sublet and any Event remainder of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantthe Term. Any assignment or sublease Sublandlord shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least respond within ten (10) days prior of receiving such written notice from Subtenant of Sublandlord's decision to approve or disapprove of the commencement of subletting or assignment pursuant to this Section 9. If Sublandlord does not respond within such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlordten-day period, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby non-response shall be subject and subordinate deemed an election of Sublandlord not to all of Recapture the terms, covenants and conditions of this Lease space (if applicable) and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to approve such assignment or sublease and confirm that its obligations Subtenant shall have the right to proceed with the proposed subleasing or assignment subject to any approval of the Master Landlord required under the Master Lease. An Affiliate shall mean any entity or foundation which has a substantial and continuing business or philanthropic relationship with Subtenant, and may include, research partners, non-profit corporations, and joint venture partners. 9.2 Notwithstanding the foregoing to the contrary, Sublandlord's consent shall not be affected by such assignment or sublease, and, provided, further, that if required for any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenantfor which the Master Landlord's obligations consent is not required under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedMaster Lease.

ASSIGNMENT AND SUBLEASE. Provided there are no Events a. In the event Tenant desires to assign this Lease or sublease all or part of Defaults hereunder the Premises to any other party (except for any transfer or assignment that occurs as a result of Section 24(c) herein), Tenant shall provide written notice of the terms and conditions of such assignment or Sublease to Landlord prior to the effective date of any such sublease or assignment (a “Tenant Request”), and, prior to such effective date, Landlord shall have the option, exercisable by written notice to Tenant within ten (10) business days of Landlord’s receipt of written notice from Tenant (a “Recapture Notice”), to terminate this Lease with respect to the portion of the Premises which is the subject of the Tenant Request on notice to Tenant. If Landlord gives a Recapture Notice, Tenant shall have five (5) calendar days from receipt of such Recapture Notice to rescind, in writing, the Tenant’s Request and, upon such rescission, both the Recapture Notice and Tenant’s Request shall be deemed withdrawn, null and void. If Tenant’s Request is not so rescinded within the permitted time period, then this Lease shall terminate (in whole if Tenant’s Request is for an assignment of the Lease or subleasing of all or substantially all of the Premises, or with respect to that part of the Premises which is the subject of a subletting if Tenant’s Request is for a subletting of less than substantially all of the Premises) (that portion, whether the whole or a part, of the Premises which is the subject of Tenant’s Request is hereinafter referred to as the “Recapture Space”) on the date which is specified in Landlord’s Recapture Notice (the “Surrender Date”). Tenant shall vacate the Recapture Space on or before the Surrender Date and deliver possession of the Recapture Space to Landlord in the condition required by this Lease. Effective as of the Surrender Date, neither Landlord nor Tenant shall have any further obligations under this Lease with respect to the Note AgreementRecapture Space, except for those rights and obligations which survive expiration or termination of the Lease. Effective as defined herein of the Surrender Date, all Fixed Basic Rent and thereinAdditional Rent shall be adjusted on a pro rata basis to reflect the reduced size of the Premises, if applicable. b. In the event that Landlord elects not to recapture the Recapture Space as provided in Section 24(a) above, Tenant may assign this Lease or sublease all sublet the whole or any portion of the Demised Premises Premises, subject to Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed, on the basis of the following terms and conditions: i. Tenant shall provide to Landlord the following: (1) The name and address of the proposed assignee or subtenant; (2) All the terms hereofand conditions of the assignment or subletting; (3) The nature and character of the business of the proposed assignee or subtenant; (4) Banking, financial and other credit information relating to the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the proposed assignee’s or sublessee’s financial responsibility; and (5) In the event of a subleasing of only a portion of the Premises, plans and specifications for Tenant’s layout, partitioning, and electrical installations for the portion of the Premises to be subleased. (6) Tenant acknowledges that it shall not be unreasonable for Landlord to withhold its consent if Tenant shall seek to assign or sublet to the following: (7) To a government or quasi-government agency; (8) To an entity whose financial or business character is not consistent with the other tenants in the Building; (9) To an existing tenant of the Building, and such tenant has expansion options in its lease for space in the Building; and (10) To a tenant or prospect with whom Landlord currently is negotiating for space in the Building. ii. The assignee or subtenant shall assume, by written instrument, all of the obligations of Tenant as provided by this Lease, and a copy of such assumption agreement shall be furnished to Landlord within ten (10) days of its execution, provided, however, any such subtenants shall only be obligated to assume Tenant’s obligations arising under this Lease with respect to the portion of the Premises sublet. Any sublease shall expressly acknowledge that said subtenant’s rights in and to the Premises shall be no greater than those of Tenant. In addition, any request by Tenant for Landlord’s consent to an assignment or sublease shall not include any option or right of expansion, renewal, first refusal, or any other right or option with respect to the Premises, any other portion of the Building or for any period of time beyond the original Term, Tenant hereby acknowledging that such rights and options, if any, are personal to Tenant. iii. Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not assign this Lease without limited to, the exclusive prior written consent payment of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Fixed Basic Rent and Additional Rent directly from such assigneereserved herein, through the entire Term, as the same may be renewed, extended or otherwise modified. iv. If Tenant and any part assignee or subtenant, as applicable, shall promptly pay to Landlord fifty percent (50%) of the Demised Premises is sublet difference between the rent paid by such subtenant or assignee on a monthly basis and the amount of rent due for such month pursuant to this Lease. v. In any Event event, the acceptance by Landlord of Default exists hereunder, Landlord may collect Base Rent and Additional Rent any rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant from any of the subtenants or the failure of Landlord to comply insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Tenant herein, nor any assignee or subtenant, from any and all of the obligations to be performed by it in accordance herewith during and for the entire Term. vi. Tenant shall pay to Landlord the sum of One Thousand Five Hundred Dollars ($1,500.00) to cover its handling charges for each consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with all terms of this Lease except for respect to any sublease term, which assertion that Landlord’s failure to consent to any sublet or assignment is unreasonable shall be at Tenant's discretion the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in refusing to consent thereto. c. If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Section 24(b) hereof shall apply to a transfer (but however accomplished, whether in no event extend beyond a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the term issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease), and if Tenant is a duplicate original partnership, limited liability company or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such sublease partnership, limited liability company or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership or member interests) which results in a change of control of such a partnership, limited liability company or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership, limited liability company or joint venture were an assignment of this Lease; but said provisions shall be not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant’s assets are transferred or to any corporation which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant’s assets (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the commencement effective date of any such sublease transaction. d. Without limiting any of the provisions of this Section 24, if pursuant to the Federal Bankruptcy Code (herein referred to as the “Code”), or assignment. Any any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall assumebe deemed to mean the deposit of cash security in an amount equal to the sum of three month’s Fixed Basic Rent plus an amount equal to the Additional Rent for the final three months of the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by instrument in form and content satisfactory to LandlordLandlord for the balance of the Term, without interest, as security for the due full performance of all of Tenant's ’s obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder. e. Except as specifically set forth above, no portion of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease Premises or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its ’s interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of the Demised Premises, law or any portion thereof, or to any assignment of this Lease or act of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign not mortgage, pledge, hypothecate, assign, transfer, license, sublet or otherwise deal with this Lease or the Premises in any manner except as follows: (A) In the event that Tenant desires to sublease all the whole or any portion of the Demised Premises subject to or assign the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by other party, the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original conditions of such sublease or assignment shall be delivered communicated to Landlord in writing at least ten fifteen (1015) days prior before the proposed sublease or assignment is to the commencement take effect. Provided that in Tenant’s request for approval of a proposed sublease or assignment Tenant cites this Section 7(A) and explicitly informs Landlord of this fifteen (15) day requirement, then if Landlord fails to timely object to a proposed sublease or assignment, Landlord’s shall be deemed to have consented to such sublease or assignment. Any proposed sublease or assignment shall be subject to Landlord’s prior written consent, which may not be unreasonably withheld, conditioned or delayed and subject to the consent of any mortgagee, trust deed holder or ground Landlord, on the basis of the following terms and conditions: (1) The Tenant shall provide to Landlord the name and address of the assignee or subtenant. (2) The assignee shall assume, by written instrument in form and content satisfactory substance acceptable to Landlord, the due performance of all of Tenant's the obligations under of this Lease, including any accrued obligations at the time and a copy of such assumption agreement shall be furnished to Landlord on or prior to the effective date of such assignment. Any sublease shall expressly acknowledge that said subtenant’s rights against the assignmentLandlord shall be no greater than those of the Tenant. (3) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Basic Rent and such assumption agreement shall state that Additional Rent reserved herein, as and when required to be paid, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. (4) The Tenant and any assignee shall pay to Landlord, upon application for approval of an assignment or sublease, a fee of $1,000.00, which shall non-refundable regardless of whether or not Landlord’s consent is made provided. (5) In any event, the acceptance by Landlord of any rent (Basic and Additional) from the assignee for or from any of the express benefit subtenants or the failure of Landlord as to insist upon a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all strict performance of any of the terms, conditions and covenants herein shall not release Tenant herein, nor any assignee assuming this Lease, from any and conditions of this Lease and to all of the rights of Landlord hereunder; obligations herein during and in for the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination entire Term of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, . (6) Tenant shall have assigned no claim, and hereby waives the right to any claim; against Landlord for money damages by reason of any reasonable refusal, withholding or delaying by Landlord of any consent, and in such event, Tenant’s only remedies therefore shall be an action for specific performance, injunction or declaratory judgment to enforce any such requirement. Landlord acknowledges that Tenant may commence such action by way of an expedited proceeding (e.g. Order to Show Cause) before the Superior Court of New Jersey, Camden County and Landlord shall have effectively assigned take all reasonable actions (including acceptance of a Verified Complaint and an Order to mortgagee Show Cause) requested by Tenant to ensure that such subleasedispute is heard before the Superior Court in such an expedited proceeding. Landlord and Tenant agrees to pay on behalf further agree that the determination of Landlord any such Court shall be final and all costs non-appealable. (B) Except as specifically provided for herein, no portion of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made or of Tenant’s interest in connection with such assignment or subletting and any cost imposed this Lease may be acquired by any governmental authority in connection with any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of the foregoing. No assignment law or sublease shall be made unless any guarantor act of the Tenant's obligations or any party responsible for Tenant's obligations , nor shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet pledge its interest in this Lease or its interest in any security deposit required hereunder. (C) In the event that this Lease shall be assigned or estate in the Demised Premises, or that any portion thereofof the Premises shall be sublet by Tenant, without Landlord's prior written consent it is expressly understood that it shall be reasonable for Landlord to require that a security deposit in each and every instance which consent may an amount equal to three (3) months of the base rent be withheld delivered by the assignee or delayed subtenant as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containeda condition for the assignment/sublease.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent consent. In the event of Landlord any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent by Landlord from any other person or entity shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease hereunder. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms meet the obligations of Tenant hereunder, or (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant of Landlord at the Park. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the rent publicly advertised for similar premises in the Building. If Landlord refuses to give its consent to any proposed assignment or subletting, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease except for any sublease termby giving Tenant thirty (30) days' prior notice of such termination, which whereupon each party shall be at Tenant's discretion (but in no event extend beyond the term of this Lease)released from all further obligations and liability hereunder, and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease . (c) If Tenant shall be permitted hereby unless as make any assignment or sublease, with ▇▇▇▇▇▇▇▇'s consent, for a condition to effectiveness thereofrental in excess of the rent payable under this Lease, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee fifty percent (50%) of any such subleaseexcess rental upon receipt. Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys' fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant▇▇▇▇▇▇'s interest or estate in and to the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedconsent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note AgreementSubtenant, as defined herein and thereinlong as it complies with the provisions of Article 1-1 of the Master Lease, Tenant may shall have the right to assign this Lease Sublease, or sublease all or any portion of the Demised Premises subject Sublease Premises, upon receipt of the consent of landlord. Provided, however, notwithstanding anything to the terms hereof. Tenant shall not assign contrary contained in this Lease without Sublease, in the exclusive prior written consent event Subtenant contemplates a transfer of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If all or any part of the Demised Premises, Subtenant shall give Sublandlord and Landlord notice (the “Intention to Transfer Notice”) of such contemplated transfer (whether or not the contemplated transferee or the terms of such contemplated transfer have been determined). The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Sublease Premises which Subtenant intends to transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated transfer, and shall specify that such Intention to Transfer Notice is sublet and any Event delivered to Landlord. In the event the Contemplated Transfer Space consists of Default exists hereunderthe entire Sublease Premises, Landlord may collect Base Rent shall have the option, by giving written notice to Subtenant within thirty (30) days after receipt of such Intention to Transfer Notice, to recapture that Contemplated Transfer Space. Such recapture shall cancel and Additional Rent from terminate this Sublease with respect to such subtenantContemplated Transfer Space as of the Contemplated Effective Date. Any assignment If Landlord declines, or sublease shall require fails to elect in a timely manner, to recapture that Contemplated Transfer Space under this Section 25, then, subject to the assignee or subtenant to comply with all other terms of this Lease except Section 25, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any sublease termright to recapture that Contemplated Transfer Space with respect to any transfer made during the Six Month Period, which provided that any such transfer is substantially on the terms set forth in the Intention to Transfer Notice, and provided further that any such transfer shall be at Tenant's discretion subject to the remaining terms of this Section 25. If such a transfer is not so consummated within the Six Month Period (but in no event extend beyond or if a transfer is so consummated, then upon the expiration of the term of this Leaseany transfer of that Contemplated Transfer Space consummated within such Six Month Period), and Subtenant shall again be required to submit a duplicate original of such sublease or assignment shall be delivered new Intention to Transfer Notice to Landlord at least ten (10) days prior with respect to the commencement of such sublease or assignmentany contemplated transfer, as provided above in this Section 25. Any assignee shall assume, by instrument in form and content satisfactory If Landlord does not elect to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignmentrecapture, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, if as a result of the termination sublease, Subtenant receives from the sub-sublessee a Transfer Premium (as defined in Section 14.3 of this the Master Lease. No sublease ), then Subtenant shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any 50% of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease Transfer Premium as and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedwhen received.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent, which consent shall not be unreasonably withheld. In the event of Landlord any assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgageeextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. 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 to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord's right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if, in Landlord's opinion: (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is to be less than the then current rent for similar premises in the Park or the proposed assignee or subtenant is already a tenant in the Building or the Park. Notwithstanding the foregoing, Tenant may assign this Lease the restrictions described in the immediately preceding sentence shall not apply to any person which is a successor to Tenant as permitted subletting by the terms Tenant for a period of two (2) years or less so long as the rental rate charged by the Tenant to any such subtenant is no less than seventy-five percent (75%) of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except then current market rent for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and similar premises in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleasePark. Tenant agrees to pay on behalf reimburse Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the processing and documentation of Landlord any such requested assignment, subletting or any other hypothecation of this Lease or Tenant's interest in and all costs to the Leased Premises. Notwithstanding anything to the contrary contained herein, the Tenant may, upon thirty (30) days advance written notice to Landlord, assign this Lease or sublet the Leased Premises to a Permitted Transferee or to a Conditional Permitted Transferee (as such terms are herein defined) without the Landlord's prior written consent. Any such notice (herein a "Transfer Notice") shall identify the nature of Landlord or otherwise occasioned by such the transfer as either an assignment or subletting, including without limitation, a subletting and shall identify the cost Permitted Transferee or Conditional Permitted Transferee. The Transfer Notice shall include a copy of any alteration, addition, improvement or other renovation or refurbishment the documentation purporting to effect the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any an insurance certificate from the proposed subtenant or assignee's insurance carrier confirming that the Permitted Transferee or Conditional Permitted Transferee has procured the insurance otherwise required of the foregoingTenant under this Lease. No assignment or sublease In the case of a Conditional Permitted Transferee, the Transfer Notice shall also include such financial statements as may be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent reasonably necessary to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or subleasetransferee is, andin fact, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containeda Conditional Permitted Transferee.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Lessee is not in default of Defaults hereunder any provisions of this Lease, Lessee may assign or under sublease the Note Agreement, as defined herein and therein, Tenant may within Lease to any party subject to the following: a. In the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing no less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee, to: (i) recapture in the case of subletting, that portion of the Demised Premises subject to be sublet or all of the Premises in the case of an assignment ("Recapture Space") so that such prospective sublessee or assignee shall then become the lessee of Lessor hereunder, or (ii) recapture the Recapture Space for Lessor's own use. In the event that Lessor exercise its option to Recapture Space, the within Lessee shall be fully released from any and all obligations hereunder with respect to the terms hereofRecapture Space and the Fixed Basic Rent and Lessee's Percentage shall be adjusted appropriately. Tenant Lessor shall not assign this Lease without advise Lessee in writing of Lessor's election with respect to the exclusive prior written consent Recapture Space within twenty (20) days after Lessor's receipt of Landlord and any mortgageeLessee's notice of its intent to sublet or assign. Notwithstanding the foregoing, Tenant Lessor shall have no right to exercise its rights pursuant to clauses (i) or (ii) above if the space that Lessee proposes to sublet is less than eighty percent (80%) of the Premises and the term of such subletting, including renewal options, if any, is to expire at any time prior to the commencement of the last year of the Term. b. In the event that the Lessor elects not to recapture the Lease or relet the Premises as hereinabove provided or in the event the proposed sublease falls within the provisions of the last sentence of sub section a. above, the Lessee may assign this Lease to or sublet the whole or any person which is a successor to Tenant as permitted by the terms portion of the Note Agreement. If this Lease is assignedPremises, subject to the Lessor's prior written consent, which consent shall not be unreasonably withheld and shall be deemed to have been given if Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part does not advise Lessee otherwise in writing not less than twenty (20) days after Lessor's receipt of Lessee's notice of its intent to sublease or assign, on the basis of the Demised Premises is sublet following terms and any Event conditions: i. The Lessee shall provide to the Lessor the name and address of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with sublessee. ii. The assignee or sublessee shall assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of this Lease), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to Landlord at least the Lessor within ten (10) days prior of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against Lessor shall be no greater than those of Lessee. Lessee further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Lessee or any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the commencement provisions of this Article 8. iii. Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease, Lessor may, at its option, take over all of the right, title and interest of Lessee, as sublessor, under such sublease, and such sublessee shall, at Lessor's option, attorn to Lessor pursuant to the then executory provisions of such sublease, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease which theretofore accrued to such sublease to which Lessor has not specifically consented in writing or by any previous prepayment of more than one month's rent. iv. The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. v. The Lessee and any assignee shall promptly pay to Lessor fifty percent (50%) of any consideration received for any assignment and/or fifty percent (50%) of the rent, as and when received, in excess of the Rent required to be paid by Lessee for the area sublet computed on the basis of an average square foot rent for the gross square footage Lessee has leased after deducting therefrom Lessee's actual and reasonable expenses in connection with such sublease or assignment. vi. Any In any event, the acceptance by the Lessor of any rent from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall assumenot release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. vii. In Lessor's reasonable judgment, the proposed assignee or subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (a) is in keeping with the then standard of the Building and (b) is limited to the use of the Premises as general offices. viii. The proposed assignee or subtenant is not then an occupant of any part of the Building or any other building then owned by Lessor or its affiliates within the ▇▇▇▇-▇▇▇▇ Business Campus and Lessor has space available for leasing reasonably equivalent to the Premises, in the case of an assignment, or the space proposed to be sublet, in the case of a subletting. For the purposes hereof, the "▇▇▇▇-▇▇▇▇ Business Campus" shall mean, Two Hilton Court, One Sylvan Way, Two ▇▇▇▇▇▇ Way, 4 Campus Drive, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇, 6 Campus Drive, 600 Parsippany Road, 7 Campus Drive, ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇. ix. The proposed assignee or subtenant is not an entity or a person with whom Lessor is or has been, within the preceding sixty (60) day period, engaged in active negotiations to lease space in the Building or any other building owned by Lessor or its affiliates within the ▇▇▇▇-▇▇▇▇ Business Campus and Lessor has space available for leasing reasonably equivalent to the Premises, in the case of an assignment, or the space proposed to be sublet in case of a subletting. x. There shall not be more than three (3) subtenants in the Premises. xi. Lessee shall not publicly advertise the subtenancy for less than the then current market rent per rentable square foot for the Premises as though the Premises were vacant; provided that nothing contained herein shall prohibit subleases for less than the then current market rent. xii. Lessee shall not have (a) publicly advertised the availability of the Premises without prior notice to and approval by Lessor (which approval shall not be unreasonably withheld or delayed), nor shall any advertisement state the name (as distinguished from the address) of the Building or (b) listed the Premises for subletting or assignment other than with a broker, agent or representative who waives any entitlement to a commission or other fee from Lessor in the event of a recapturing of the Premises; xiii. The proposed occupancy shall not, in Lessor's reasonable opinion, exceed the parking allocation presently provided for in this Lease; xiv. The proposed assignee or subtenant shall only use the Premises for general offices and shall not be engaged in any of the following: (a) educational, including but not limited to, instructional facilities and correspondence schools; (b) employment agencies; (c) model agencies; (d) photographic studios or laboratories; (e) spas, health, physical fitness or exercise salons; (f) small loan offices; (g) real estate brokerage or real estate sales offices open to the general public or construction offices; (h) medical or dental facilities, including professional offices, treatment facilities, dispensaries or laboratories; (i) federal, state or local government offices; (j) so-called boiler room operations; (k) retail stock brokerage offices; and (l) religious organizations making facilities available to congregations for uses other than business purposes; and (m) executive office suite use. xv. The proposed assignee or subtenant shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of, the state courts of New Jersey. xvi. Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR ($500.00) payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Unless it is judicially determined that Lessor has acted in bad faith, Lessee acknowledges that its sole remedy with respect to any assertion that Lessor's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no other claim or cause of action against Lessor as a result of Lessor's actions in refusing to consent thereto. c. If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Sub-section a. shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by instrument way of example, the issuance of additional stock, a stock voting agreement or change in form class(es) of stock) which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and content if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; provided, however: (A) said provisions of Sub-section a. of this Article 7 shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee (any of such transactions, a "Capital Transaction"), (B) Lessor's consent shall not be required with respect to a Capital Transaction in which (i) the successor to Lessee has the financial ability, in Lessor's reasonable discretion, to meet Lessee's obligations under the Lease, and (ii) proof satisfactory to LandlordLessor of such financial ability to meet Lessee's obligations shall have been delivered to Lessor at least 10 days prior to the effective date of any such transaction. d. In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the due same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Lessor shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accept such offer of first refusal, the transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. e. Without limiting any of the provisions of Articles 12 and 13, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Lessee is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Lessor for the balance of the Term, without interest, as security for the full performance of all of TenantLessee's obligations under this Lease, including any accrued obligations at to be held and applied in the time manner specified for security in Article 16. f. Except as specifically set forth above, no portion of the effective date Premises or of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at LandlordLessee's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesLessee, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Lessee pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent. In the event of Landlord any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms meet the obligations of the assignment or sublease, as applicable, or (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant and Landlord has substantially similar space (size, quality, utility) available within the Park to meet such tenant’s or prospective tenant’s needs at the time Tenant is attempting to sublease or assign the Leased Premises. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building. A public advertisement shall not be deemed to include a typical commercial brokerage sublease flyer, electronic mail advertisements or internet websites or services that offer a quoted sublease rate. If Landlord refuses to give its consent to any proposed assignment or subletting, Landlord may, at its option, within twenty (20) days after receiving a request to consent, terminate this Lease except for any sublease term, which shall be at Tenant's discretion by giving Tenant thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease or assignment. Any assignee shall assumetermination, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third whereupon each party beneficiary thereof. Each sublease permitted hereby shall be subject released from all further obligations and subordinate to all of the termsliability hereunder, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease shall be permitted hereby unless as a condition Notwithstanding the foregoing, in the event Landlord elects to effectiveness thereofterminate this Lease pursuant to the immediately preceding sentence, Tenant shall have assigned the right to withdraw its assignment or sublet request within ten (10) days after receipt of Landlord’s termination notice, whereupon Landlord’s termination shall be ineffective and this Lease shall continue in full force and effect. (c) If Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the rent payable under this Lease, Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt (less Tenant’s actual and Landlord shall have effectively assigned to mortgagee reasonable third party out of pocket expenses incurred in connection with such subleasesubletting or assignment). Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign or sublease the within Lease to any party subject to the following: a) In the event Tenant desires to assign this Lease or sublease all of the Premises to any other party, Tenant shall provide written notice of the terms and conditions of such assignment or sublease to Landlord prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Landlord shall have the option, exercisable by written notice to Tenant within ten (10) business days of Landlord's receipt of written notice from Tenant, to: (i) sublease such space from Tenant at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture all of the Premises ("Recapture Space") so that such prospective subtenant or assignee shall then become the sole Tenant of Landlord hereunder, or (iii) recapture the Recapture Space for Landlord's own use, whereupon Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space. b) In the event that the Landlord elects not to recapture the Lease as hereinabove provided, the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the Landlord's prior written consent, on the basis of the following terms hereof. and conditions: i) The Tenant shall not assign this Lease without provide to the exclusive prior written consent of Landlord the name and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms address of the Note Agreementassignee or subtenant. ii) The assignee or subtenant shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to the Landlord within ten (10) days of its execution. If Any sublease shall expressly acknowledge that said subtenant's rights against Landlord shall be no greater than those of Tenant. iii) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease is assignedLease, Lessor may collect Base including, but not limited to, the payment of Fixed Basic Rent and Additional Rent directly reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. iv) In the event of a sublease of less than all of the Premises, and the provisions of written notice thereof as set forth in Section 21 above, the Tenant shall be entitled to retain any net profit received from such assignee. If subleasing. v) In any part event, the acceptance by the Landlord of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant from any of the subtenants or the failure of the Landlord to comply with insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Tenant herein, nor any assignee assuming this Lease, from any and all terms of this Lease except the obligations herein during and for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term entire Term of this Lease). vi) Landlord shall require a Five Hundred Dollars ($500.00) payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord's actions in refusing to consent thereto. c) If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of subsection a hereof shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated actions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, and if Tenant is a duplicate original partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such sublease partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall be not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant's assets are transferred or to any corporation which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant's assets (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the commencement effective date of any such transaction. d) In the event that any or all of Tenant's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and subsequently any or all of Tenant's interest in the Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor", for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such sublease Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or assignmentrefused to accept such right (60) days next following its receipt of the written notice as to Disposition, as set forth herein. Any assignee Landlord shall assumehave sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant's interest by such Disposition, and the exercise of the option by instrument in form and content satisfactory Landlord shall be effected by notice to that effect sent to the Grantor, but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the due Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. e) Without limiting any of the provisions of this Section 21, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the Term, together with simple interest calculated at the rate of five percent (5%) per annum, as security for the full performance of all of Tenant's obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder. f) Except as specifically set forth above, no portion of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest in this Lease may be acquired by any other person or estate in entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesTenant, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereofSection 11.01. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termconsent, which consent shall not be at Tenant's discretion (but in no event extend beyond the term of this Lease)unreasonably withheld, and a duplicate original of such sublease delayed or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignmentdenied. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in In the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation(a) Tenant shall remain primarily liable hereunder, and (b) if the cost entire Leased Premises is assigned or sublet, any extension, expansion, rights of any alterationfirst offer, addition, improvement rights of first refusal or other renovation options granted to Tenant under this Lease shall be rendered void and of no further force or refurbishment effect. The acceptance of rent from any other person shall not be deemed to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with be a waiver of any of the foregoing. No provisions of this Lease or to be a consent to the assignment of this Lease or sublease shall be made unless any guarantor the subletting of the Tenant's obligations or Leased Premises. Without in any party responsible for Tenant's obligations shall give its written way limiting Landlord’s right to refuse to consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord’s opinion (x) the Leased Premises are or may be in any way adversely affected; (y) the business reputation of the proposed assignee or subtenant is unacceptable; or (z) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations under the proposed assignment or sublease. In the event that Tenant sublets the Leased Premises or any part thereof, or assigns this Lease and at any time receives rent and/or other consideration which is not in compliance with the provisions of this paragraph shall exceeds that which Tenant would at that time be of no effect and void. Except as permitted herebyobligated to pay to Landlord, Tenant shall not transferpay to Landlord 50% of the gross excess in such rent less reasonable cost of subleasing (including commissions, subletadvertising costs, assign or otherwise encumber its interest legal costs, and tenant improvement costs) as such rent is received by Tenant and 50% of any other consideration received by Tenant (excluding any consideration received in connection with a sale of Tenant’s assets) from such subtenant in connection with such sublease or, in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease case of the Demised Premises, or any portion thereof, or to any assignment of this Lease by Tenant, Landlord shall receive 50% of any consideration paid to Tenant by such assignee in connection with such assignment. In addition, should Landlord agree to an assignment or sublease agreement, Tenant will pay to Landlord on demand the sum of Tenant's interest $500.00 to partially reimburse Landlord for its costs, including reasonable attorneys’ fees, incurred in connection with processing such assignment or estate in subletting request. Notwithstanding any provision of this Lease to the Demised Premisescontrary, no sublessee shall should Tenant receive consent from Landlord to sublease or assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease the Premises and seek to sublease or assign its interest or estate in the Demised PremisesPremises in accordance with this paragraph, Tenant shall not use the name of Landlord or any portion thereof, without Landlord's prior written consent insignia of Landlord in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedits advertising for such sublease or assignment.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent consent. In the event of Landlord and any mortgagee. Notwithstanding the foregoingassignment or subletting, Tenant may assign shall remain primarily liable hereunder. In addition, in the event of any assignment of the Lease or the subletting or more than twenty percent (20%) of the rentable square feet of the Leased Premises, any renewal, extension, expansion, rights of first offer, rights of first refusal or other rights or options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant at the Building or is a bona-fide third-party prospective tenant. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is advertised to the general public (not including being offered and available through a broker of Tenant) to be less than the then current rent for similar premises in the Building. (c) If Tenant shall make any assignment or sublease, with all terms Landlord's consent, for a rental in excess of the rent payable under this Lease except for any sublease term, which shall be at after deducting Tenant's discretion (but in no event extend beyond the term reasonable out of this Lease), pocket costs to procure and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by execute such assignment or sublease, and, provided, further, that if Tenant shall pay to Landlord fifty percent (50%) of any modification such excess rental upon receipt. Tenant agrees to the Lease is proposed to be made after such assignment or sublease, then, at reimburse Landlord upon demand for Landlord's or mortgagee's optionreasonable accounting and attorneys' fees incurred in conjunction with the processing and documentation of any requested assignment, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in and to the Demised Leased Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, whether or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containednot Landlord consents thereto.

ASSIGNMENT AND SUBLEASE. Provided there Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord to withhold or deny its consent with respect to any proposed assignment or subletting to a third party that is already a tenant of Landlord). In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder, and, except for a Permitted Transferee, any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. 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 to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord’s right to reasonably refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord’s reasonable opinion (i) the Leased Premises are no Events or may be in any way adversely affected; (ii) the business reputation of Defaults hereunder the proposed assignee or under subtenant is unacceptable; or (iii) the Note Agreementfinancial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any such requested assignment, as defined herein subletting or any other hypothecation of this Lease or Tenant’s interest in and thereinto the Leased Premises in an amount not to exceed Two Thousand Dollars ($2,000.00). Notwithstanding the foregoing, Tenant may assign this the Lease or sublease all or any portion of the Demised Leased Premises subject without Landlord’s consent to any of the terms hereoffollowing (a “Permitted Transferee”), provided that the Permitted Transferee’s tangible net worth is sufficient to satisfy the obligations of this Lease: (i) any successor corporation or other entity resulting from a merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant’s assets; or (iii) any entity which controls, is controlled by, or is under common control with Tenant. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to give Landlord at least ten thirty (1030) days days’ prior to the commencement written notice of such sublease assignment or assignmentsublease. Any assignee Permitted Transferee shall assume, by instrument assume in form writing all of Tenant’s obligations under this Lease. Tenant shall nevertheless at all times remain fully responsible and content satisfactory to Landlord, liable for the due payment of rent and the performance and observance of all of Tenant's ’s other obligations under this Lease, including any accrued Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations at the time of the effective date of the assignmentunder this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such assumption agreement transfer shall state that the same is made by the assignee for the express benefit constitute an Event of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord Default hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent consent. In the event of Landlord any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms of meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building. If Landlord refuses to give its consent to any proposed assignment or subletting, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease except for any sublease termby giving Tenant thirty (30) days' prior written notice of such termination, which whereupon each party shall be at Tenant's discretion (but in no event extend beyond the term of this Lease)released from all further obligations and liability hereunder, and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease . (c) If Tenant shall be permitted hereby unless as make any assignment or sublease, with Landlord's consent, for a condition to effectiveness thereofrental in excess of the rent payable under this Lease, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee fifty percent (50%) of any such subleaseexcess rental upon receipt. Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys' fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in and to the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedconsent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Sublessee shall not assign, mortgage, pledge or under the Note Agreement, as defined herein and otherwise encumber this Sublease or any interest therein, Tenant may assign this Lease or sublease all allow any transfer thereof or any portion lien upon Sublessee's interest by operation of law, further sublet the Demised Premises or any part thereof, or permit the occupancy of the Demised Premises subject to or any part thereof by anyone other than Sublessee, without in each instance obtaining the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord Lessor and any mortgagee. Notwithstanding the foregoingSublessor, Tenant which consent of Sublessor may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreementbe withheld or conditioned in Sublessor's sole and absolute discretion. If this Lease is assignedSublessor consents thereto, Sublessor shall use reasonable efforts to obtain the consent of Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of under the Demised Premises is sublet and any Event of Default exists hereunderOverlease; provided, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease however, Sublessee shall require the assignee or subtenant to comply reimburse Sublessor f▇▇ ▇▇▇ ▇▇sts incurred by Sublessor with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Leaserespect thereto. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting shall relieve Sublessee from Sublessee's obligations and any cost imposed by any governmental authority in connection with any of agreements hereunder and Sublessee shall continue to be liable as a principal and not as guarantor or surety to the foregoingsame extent as though no assignment or subletting had been made. No Further, no permitted assignment or sublease shall be made effective unless and until any guarantor default of Sublessee hereunder shall have been cured. If Sublessee is a partnership or a limited liability company, then any event resulting in a dissolution of Sublessee, any withdrawal or change of the Tenant's obligations partners or the members owning a controlling interest in Sublessee (including each general partner or manager, as applicable), or any party responsible for Tenant's obligations structural or other change having the effect of limiting liability shall give its written consent to be deemed a prohibited assignment. If Sublessee is a corporation or a partnership with a corporate general partner, then any event resulting in a dissolution, merger, consolidation or other reorganization of Sublessee (or such assignment corporate general partner), or sublease and confirm that its obligations shall not be affected by the sale or transfer or relinquishment of the interest of shareholders who, as of the date of this Sublease, own a controlling interest of the capital stock of Sublessee (or such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated partiescorporate general partner), shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containeddeemed a prohibited assignment.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Lessee is not in default of Defaults hereunder any provisions of this Lease, Lessee may assign or under sublease the Note Agreement, as defined herein and therein, Tenant may within Lease to any party subject to the following: a. In the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing no less than ninety (90) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee, to: (i) sublease such space from Lessee at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture in the case of subletting, that portion of the Demised Premises subject to be sublet or all of the Premises in the case of an assignment ("Recapture Space") so that such prospective sublessee or assignee shall then become the sole Lessee of Lessor hereunder, or (iii) recapture the Recapture Space for Lessor's own use and the within Lessee shall be fully released from any and all obligations hereunder with respect to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgageeRecapture Space. Notwithstanding the foregoing, Tenant Lessor shall have no right to exercise its rights pursuant to clauses (i), (ii) or (iii) above, if the space that Lessee proposes to sublet is less than thirty-three and one-third percent (33 1/3%) of the Premises and the term of such subletting including renewal options, if any, is to expire at any time prior to the end of the seventh (7th) Lease Year. b. In the event that the Lessor elects not to recapture the Lease or relet the Premises as hereinabove provided, the Lessee may nevertheless assign this Lease to or sublet the whole or any person which is a successor to Tenant as permitted by the terms portion of the Note Agreement. If this Lease is assignedPremises, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part subject to the Lessor's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, on the basis of the Demised Premises is sublet following terms and any Event conditions: i. The Lessee shall provide to the Lessor the name and address of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with sublessee. ii. The assignee shall assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of this Lease), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to Landlord at least the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against Lessor shall be no greater than those of Lessee. Lessee further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Lessee or any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the provisions of this Article 8. iii. Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease, Lessor may, at its option, take over all of the right, title and interest of Lessee, as sublessor, under such sublease, and such sublessee shall, at Lessor's option, attorn to Lessor pursuant to the then executory provisions of such sublease, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease which theretofore accrued to such sublease to which Lessor has not specifically consented in writing or by any previous prepayment of more than one month's rent. iv. The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. v. The Lessee and any assignee shall promptly pay to Lessor fifty percent (50%) of any consideration received for any assignment and/or fifty percent (50%) of the rent, as and when received, in excess of the Rent required to be paid by Lessee for the area sublet computed on the basis of an average square foot rent for the gross square footage Lessee has leased. vi. In any event, the acceptance by the Lessor of any rent from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. vii. In Lessor's reasonable judgment, the proposed assignee or subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (a) is in keeping with the then standard of the Building as a first class office building and (b) is limited to the use of the Premises as general offices. viii. The proposed assignee or subtenant shall be an entity which has existed for at least one (1) year and is not then an occupant of any part of the Building or any other building then owned by Lessor or its affiliates within Roseland, New Jersey. ix. The proposed assignee or subtenant is not an entity or a person with whom Lessor is or has been, within the preceding six (6) month period, negotiating to lease space in the Building or any other building owned by Lessor or its affiliates within Roseland, New Jersey. x. There shall not be more than one (1) subtenant in the Premises. xi. Lessee shall not advertise the subtenancy for less than the then current market rent per rentable square foot for the Premises as though the Premises were vacant. xii. Lessee shall not have (a) publicly advertised the availability of the Premises without prior notice to Lessor, nor shall any advertisement state the name (as distinguished from the address) of the Building or (b) listed the Premises for subletting or assignment with other than a broker, agent or representative who waives any entitlement to a commission or other fee from Lessor in the event of a recapturing of the Premises; xiii. The proposed occupancy shall not, in Lessor's reasonable opinion, increase the density of population using the Demised Premises to exceed one (1) person per 250 gross rentable square feet of space or exceed the parking allocation presently provided for in this Lease; xiv. The proposed assignee or subtenant shall only use the Premises for the Permitted Use and shall not be engaged in any of the following: (a) educational, including but not limited to, instructional facilities and correspondence schools; (b) employment agencies; (c) model agencies; (d) photographic studios or laboratories; (e) spas, health, physical fitness or exercise salons; (f) small loan offices; (g) real estate brokerage or real estate sales offices open to the general public or construction offices; (h) medical or dental facilities, including professional offices, treatment facilities, dispensaries or laboratories; (i) federal, state or local government offices; (j) so-called boiler room operations; (k) retail stock brokerage offices; and (l) religious organizations making facilities available to congregations for uses other than business purposes; and (m) executive office suite use. xv. The proposed assignee or subtenant shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of, the state courts of New Jersey. xvi. Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR ($500.00) payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no other claim or cause of action against Lessor as a result of Lessor's actions in refusing to consent thereto. c. If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Sub-section a. shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee's assets (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of Lessee herein named on the date of this Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Lessor at least 10 days prior to the commencement effective date of any such transaction. d. In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such sublease Disposition within thirty (30) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or assignmentrefused to accept such right of first refusal as to the Disposition, as set forth herein. Any assignee Lessor shall assumehave thirty (30) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by instrument in form and content satisfactory Lessor shall be effected by notice to Landlordthat effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accept such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. e. Without limiting any of the provisions of Articles 12 and 13, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Lessee is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to a sum as is commercially reasonable under the circumstances, which deposit shall be held by Lessor for the balance of the Term, without interest, as security for the full performance of all of TenantLessee's obligations under this Lease, including any accrued obligations at to be held and applied in the time manner specified for security in Article 16. f. Except as specifically set forth above, no portion of the effective date Premises or of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at LandlordLessee's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesLessee, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Lessee pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events (a) Section 2lb) of Defaults hereunder the Lease is supplemented ----------------------- to provide that in the event that Landlord elects not to exercise its right to sublease or under recapture as set forth in Section 21a) of the Note AgreementLease, Landlord shall have thirty (30) days from receipt of the "Assignment-Sublease Information" (as defined herein and therein, Tenant may assign this hereinafter defined) to either grant consent or withhold consent to a proposed assignment of the Lease or a sublease of all or any portion of the Demised Premises subject to the terms hereofPremises. Tenant shall not assign this Lease without the exclusive prior written consent Failure of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor either grant consent or withhold consent to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any proposed assignment or sublease within the aforesaid thirty (30) day time period shall require constitute a consent thereto by Landlord. For purposes of this Section 10, the "Assignment-Sublease Information" shall mean a written request for Landlord's approval of a proposed assignment or sublease setting forth the name, principal business address, and nature of business of the proposed assignee or subtenant to comply with all terms of this Lease except for any sublease termsublessee; the financial, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), banking and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior other credit information relating to the commencement of such sublease proposed assignee or assignment. Any assignee shall assume, by instrument in form sublessee; and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time details of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such proposed assignment or subletting, including without limitation, a copy of the cost of proposed assignment or sublease instrument and plans for any alteration, addition, improvement alterations required for the proposed assignee or other renovation or refurbishment sublessee. Notwithstanding anything to the Demised contrary contained in the Lease or in this Agreement, under no circumstances shall Landlord be required to grant consent to a proposed assignment of the Lease or a sublease of all or any portion of the Premises made to a current or former tenant or occupant of the Original Premises Building or the Additional Space Building, or to any individual or entity who or which has communicated its space requirements to Landlord within the twelve (12) month period immediately preceding Landlord's receipt of the Assignment-Sublease information, or is negotiating with Landlord for such space, or to any entity in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with way related to any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Lessee is not in default of Defaults hereunder any provisions of this Lease, Lessee may assign or under sublease the Note Agreement, as defined herein and therein, Tenant may within Lease to any party subject to the following: a. In the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing no less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee, to: (i) recapture in the case of subletting, that portion of the Demised Premises subject to be sublet or all of the Premises in the case of an assignment ("Recapture Space") so that such prospective sublessee or assignee shall then become the lessee of Lessor hereunder, or (ii) recapture the Recapture Space for Lessor's own use. In the event that Lessor exercise its option to Recapture Space, the within Lessee shall be fully released from any and all obligations hereunder with respect to the terms hereofRecapture Space and the Fixed Basic Rent and Lessee's Percentage shall be adjusted appropriately. Tenant Lessor shall not assign this Lease without advise Lessee in writing of Lessor's election with respect to the exclusive prior written consent Recapture Space within twenty (20) days after Lessor's receipt of Landlord and any mortgageeLessee's notice of its intent to sublet or assign. Notwithstanding the foregoing, Tenant Lessor shall have no right to exercise its rights pursuant to clauses (i) or (ii) above if the space that Lessee proposes to sublet is less than eighty percent (80%) of the Premises and the term of such subletting, including renewal options, if any, is to expire at any time prior to the commencement of the last year of the Term. b. In the event that the Lessor elects not to recapture the Lease or relet the Premises as hereinabove provided or in the event the proposed sublease falls within the provisions of the last sentence of sub section a. above, the Lessee may assign this Lease to or sublet the whole or any person which is a successor to Tenant as permitted by the terms portion of the Note Agreement. If this Lease is assignedPremises, subject to the Lessor's prior written consent, which consent shall not be unreasonably withheld and shall be deemed to have been given if Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part does not advise Lessee otherwise in writing not less than twenty (20) days after Lessor's receipt of Lessee's notice of its intent to sublease or assign, on the basis of the Demised Premises is sublet following terms and any Event conditions: i. The Lessee shall provide to the Lessor the name and address of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with sublessee. ii. The assignee or sublessee shall assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of this Lease), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to Landlord at least the Lessor within ten (10) days prior of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against Lessor shall be no greater than those of Lessee. Lessee further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Lessee or any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the commencement provisions of this Article 8. iii. Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease, Lessor may, at its option, take over all of the right, title and interest of Lessee, as sublessor, under such sublease, and such sublessee shall, at Lessor's option, attorn to Lessor pursuant to the then executory provisions of such sublease, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease which theretofore accrued to such sublease to which Lessor has not specifically consented in writing or by any previous prepayment of more than one month's rent. iv. The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. v. The Lessee and any assignee shall promptly pay to Lessor fifty percent (50%) of any consideration received for any assignment and/or fifty percent (50%) of the rent, as and when received, in excess of the Rent required to be paid by Lessee for the area sublet computed on the basis of an average square foot rent for the gross square footage Lessee has leased after deducting therefrom Lessee's actual and reasonable expenses in connection with such sublease or assignment. vi. Any In any event, the acceptance by the Lessor of any rent from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall assumenot release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. vii. In Lessor's reasonable judgment, the proposed assignee or subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (a) is in keeping with the then standard of the Building and (b) is limited to the use of the Premises as general offices. viii. The proposed assignee or subtenant is not then an occupant of any part of the Building or any other building then owned by Lessor or its affiliates within the Mack-Cali Business Campus and Lessor has space ava▇▇▇▇▇▇ ▇▇r leasing reasonably equivalent to the Premises, in the case of an assignment, or the space proposed to be sublet, in the case of a subletting. For the purposes hereof, the "Mack-Cali Business Campus" shall mean, Two Hilton ▇▇▇▇▇, ▇▇e Sylvan Way, Two Dryden Way, 4 Campus Drive, 4 Gatehall Drive, 5 Sy▇▇▇▇ ▇ay, 6 Campus Drive, 60▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇ive, 7 Sylvan Way, and 9 Campus Drive. ix. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇tity or a person with whom Lessor is or has been, within the preceding sixty (60) day period, engaged in active negotiations to lease space in the Building or any other building owned by Lessor or its affiliates within the Mack-Cali Business Campus and Lessor has space available ▇▇r leasing reasonably equivalent to the Premises, in the case of an assignment, or the space proposed to be sublet in case of a subletting. x. There shall not be more than three (3) subtenants in the Premises. xi. Lessee shall not publicly advertise the subtenancy for less than the then current market rent per rentable square foot for the Premises as though the Premises were vacant; provided that nothing contained herein shall prohibit subleases for less than the then current market rent. xii. Lessee shall not have (a) publicly advertised the availability of the Premises without prior notice to and approval by Lessor (which approval shall not be unreasonably withheld or delayed), nor shall any advertisement state the name (as distinguished from the address) of the Building or (b) listed the Premises for subletting or assignment other than with a broker, agent or representative who waives any entitlement to a commission or other fee from Lessor in the event of a recapturing of the Premises; xiii. The proposed occupancy shall not, in Lessor's reasonable opinion, exceed the parking allocation presently provided for in this Lease; xiv. The proposed assignee or subtenant shall only use the Premises for general offices and shall not be engaged in any of the following: (a) educational, including but not limited to, instructional facilities and correspondence schools; (b) employment agencies; (c) model agencies; (d) photographic studios or laboratories; (e) spas, health, physical fitness or exercise salons; (f) small loan offices; (g) real estate brokerage or real estate sales offices open to the general public or construction offices; (h) medical or dental facilities, including professional offices, treatment facilities, dispensaries or laboratories; (i) federal, state or local government offices; (j) so-called boiler room operations; (k) retail stock brokerage offices; and (l) religious organizations making facilities available to congregations for uses other than business purposes; and (m) executive office suite use. xv. The proposed assignee or subtenant shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of, the state courts of New Jersey. xvi. Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR ($500.00) payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Unless it is judicially determined that Lessor has acted in bad faith, Lessee acknowledges that its sole remedy with respect to any assertion that Lessor's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no other claim or cause of action against Lessor as a result of Lessor's actions in refusing to consent thereto. c. If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Sub-section a. shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by instrument way of example, the issuance of additional stock, a stock voting agreement or change in form class(es) of stock) which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and content if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; provided, however: (A) said provisions of Sub-section a. of this Article 7 shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee (any of such transactions, a "Capital Transaction"), (B) Lessor's consent shall not be required with respect to a Capital Transaction in which (i) the successor to Lessee has the financial ability, in Lessor's reasonable discretion, to meet Lessee's obligations under the Lease, and (ii) proof satisfactory to LandlordLessor of such financial ability to meet Lessee's obligations shall have been delivered to Lessor at least 10 days prior to the effective date of any such transaction. d. In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the due same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Lessor shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accept such offer of first refusal, the transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. e. Without limiting any of the provisions of Articles 12 and 13, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Lessee is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Lessor for the balance of the Term, without interest, as security for the full performance of all of TenantLessee's obligations under this Lease, including any accrued obligations at to be held and applied in the time manner specified for security in Article 16. f. Except as specifically set forth above, no portion of the effective date Premises or of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at LandlordLessee's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesLessee, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Lessee pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent, not to be unreasonably withheld, conditioned or delayed. In the event of Landlord any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. Tenant shall provide Landlord with at least thirty (30) days’ prior notice of ▇▇▇▇▇▇’s intent to market all or a portion of the Leased Premises for assignment or sublease to third parties. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or with the consummation of the proposed assignment or sublease would be reasonably likely to be adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable, or (iii) the financial condition of the proposed assignee or subtenant is insufficient, in Landlord’s commercially reasonable judgment, to comply meet its obligations hereunder. Landlord shall deny or give its consent to any proposed assignment or subletting within five (5) business days after receiving a request to consent, and if Landlord denies such request then it shall provide Tenant with all terms a detailed reason therefor. If Landlord has not responded to ▇▇▇▇▇▇’s request within five (5) business days of delivery of a final execution-ready assignment or sublease document, together with the materials necessary to satisfy the consent requirements (if any) set forth in this Lease except for any sublease termLease, which then Tenant shall be at Tenant's discretion entitled to send Landlord a second (but 2nd) notice containing the following statement in no event extend beyond the term of this Lease)bold and CAPITAL letters “THIS NOTICE IS BEING SENT PURSUANT TO ARTICLE 11 OF THE LEASE. ▇▇▇▇▇▇▇▇ HAS FAILED TO RESPOND TO TENANT’S REQUEST FOR APPROVAL OF AN ASSIGNMENT OR SUBLEASE TRANSACTION, and a duplicate original of such sublease or assignment AND IF LANDLORD FAILS TO RESPOND WITHIN TWO (2) BUSINESS DAYS FOLLOWING DELIVERY OF THIS NOTICE, LANDLORD SHALL BE DEEMED TO HAVE APPROVED TENANT’S PROPOSED ASSIGNMENT OR SUBLEASE TRANSACTION,” then Landlord shall be delivered deemed to Landlord at least ten have approved the proposed transaction consistent with ▇▇▇▇▇▇’s request. (10c) days prior to If Tenant shall make any assignment or sublease, with ▇▇▇▇▇▇▇▇’s consent, for a rental in excess of the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including any accrued obligations at the time then after reimbursement to Tenant of the effective date of the assignment, and Tenant’s expenses related to such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such assignment or sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee fifty percent (50%) of any such subleaseexcess rental within three (3) business days of receipt. Tenant agrees to pay on behalf Landlord $1,500.00 within thirty (30) days of written demand by Landlord any for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ▇▇▇▇▇▇’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent, which consent of shall not be unreasonably withheld, delayed or denied (provided that it shall not be unreasonable for Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to withhold or deny its consent with respect to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any proposed assignment or sublease shall require the assignee or subtenant subletting to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and that is already a tenant in the Building or the Park). In the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitationTenant shall remain primarily liable hereunder, the cost and any extension, expansion, rights of any alterationfirst offer, addition, improvement rights of first refusal or other renovation options granted to Tenant under this Lease shall be rendered void and of no further force or refurbishment effect. The acceptance of rent from any other person shall not be deemed to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with be a waiver of any of the foregoing. No provisions of this Lease or to be a consent to the assignment of this Lease or sublease shall be made unless any guarantor the subletting of the TenantLeased Premises. Without in any way limiting Landlord's obligations or any party responsible for Tenant's obligations shall give its written right to refuse to consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which Lease, Landlord reserves the right to refuse to give such consent if in Landlord's opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is not unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if Tenant publicly advertises in compliance any manner that the proposed rent is to be less than the then current rent for similar premises in the Park. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the provisions processing and documentation of this paragraph shall be of no effect and void. Except as permitted herebyany such requested assignment, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, subletting or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in and to the Demised Leased Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive 13.1 The prior written consent of Landlord and the County shall be required for any mortgagee. Notwithstanding the foregoingsale, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), Agreement and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted leasehold estate hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, created or any portion thereof, provided that Lessee may sublease all of its rights hereunder to a related or affiliated entity (the “Affiliated Sublessee”) pursuant to any assignment a sublease, approved by the County prior to execution, that incorporates all of the terms of this Lease Agreement. Consent to sale, assignment, sublease, or of Tenant's interest further sublease or estate assignment by the Affiliated Sublessee may not be unreasonably withheld and may only be withheld by the County in the Demised event (a) Lessee is in default of any of the terms or conditions of this Agreement, (b) the transferee or assignee does not deliver to the County its written agreement to be bound by all of the provisions of this Agreement in a form satisfactory to the County, in its reasonable discretion (c) the transferee or assignee does not submit proof of insurance as required at Sections 8 and 9, (d) if applicable, the transferee or assignee does not qualify as a successor to Lessee under the Condominium Declaration that Lessee may execute and cause to be recorded within ▇▇▇▇▇▇’s discretion pursuant to Article 31or (e) the transferee or assignee does not comply with the Airport PMCDs and County policies. Consent shall not otherwise be unreasonably withheld. Upon the granting of written consent by the County and actual transfer or assignment, Lessee shall be released by the County from its obligations under this Agreement. Other than in the manner set forth in Article 31, Lessee shall not subdivide or fractionalize either its ownership of the Improvements or leasehold interest in the Leased Premises, no sublessee . 13.2 Lessee shall assign have the right to sell hangar condominiums or sublease hangars consistent with the terms of this Agreement on the Leased Premises in accordance with applicable Legal Requirements 13.3 Lessee shall not have the right to subdivide or fractionalize either its sublease nor further sublease ownership of the Demised Premises, Improvements or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Leased Premises, or any portion thereof, without Landlord's prior written consent except in each and every instance which consent may be withheld or delayed accordance with its right to sublease as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations provided for in this Lease containedAgreement or as otherwise authorized by the County and/or, at Lessee’s sole discretion, through a Condominium Map recorded pursuant to the Act, previously approved by the County, and filed with a Condominium Declaration recorded pursuant to the Act and Article 31.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Lessee is not in default of Defaults hereunder any provisions of this Lease, Lessee may assign or under sublease the Note Agreement, as defined herein and therein, Tenant may within Lease to any party subject to the following: a. In the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee, to: (i) sublease such space from Lessee at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture in the case of subletting, that portion of the Premises to be sublet or all of the Premises in the case of an assignment ("Recapture Space") so that such prospective sublessee or assignee shall then become the sole Lessee of Lessor hereunder, or (iii) recapture the Recapture Space for Lessor's own use and the within Lessee shall be fully released from any and all obligations hereunder with respect to the Recapture Space. b. In the event that the Lessor elects not to sublease or recapture the Lease as hereinabove provided, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the terms hereof. Tenant Lessor's prior written consent, which consent shall not assign this Lease without be unreasonably withheld and subject to the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding , trust deed holder or ground lessor, on the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms basis of the Note Agreement. If this Lease is assigned, following terms and conditions: i. The Lessee shall provide to the Lessor may collect Base Rent the name and Additional Rent directly from such assignee. If any part address of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with sublessee. ii. The assignee or sublessee shall assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of this Lease), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to Landlord at least the Lessor within ten (10) days prior of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against Lessor shall be no greater than those of Lessee. Lessee further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Lessee or any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the commencement provisions of this Article 8. iii. Each sublease or assignment shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease, Lessor may, at its option, take over all of the right, title and interest of Lessee, as sublessor, or assignor, under such sublease or assignment, and such sublessee or assignee shall, at Lessor's option, attorn to Lessor pursuant to the then executory provisions of such sublease or assignment, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease which theretofore accrued to such sublease to which Lessor has not specifically consented in writing or by any previous prepayment of more than one month's rent. iv. Any The Lessee and each assignee or sublessee shall assume, by instrument in form be and content satisfactory to Landlord, remain liable for the due performance observance of all the covenants and provisions of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignmentincluding, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such subleasebut not limited to, the sublessee thereunder willpayment of Fixed Basic Rent and Additional Rent reserved herein, at Landlord's option, attorn to Landlord and waive any rights through the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination entire Term of this Lease. No sublease shall , as the same may be permitted hereby unless as a condition to effectiveness thereofrenewed, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord extended or otherwise occasioned by such assignment or subletting, including without limitation, the cost modified. v. The Lessee and any assignee shall promptly pay to Lessor fifty percent (50%) of any alterationnet consideration received for any assignment and/or fifty percent (50%) of the rent, additionas and when received, improvement or other renovation or refurbishment in excess of the Rent required to be paid by Lessee for the Demised Premises made area sublet computed on the basis of an average square foot rent for the gross square footage Lessee has leased after deducting there from all customary and reasonable out-of-pocket expenses incurred by the Lessee in connection with such assignment or subletting and subletting. vi. In any cost imposed event, the acceptance by the Lessor of any governmental authority in connection with rent from the assignee or from any of the foregoingsublessees or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. vii. No assignment In Lessor's reasonable judgment the proposed assignee or sublease subtenant shall engage in a business and the Premises, or the relevant part thereof, shall be made unless any guarantor used in a manner which (i) is in keeping with the then standards of the TenantBuilding, (ii) is limited to the use expressly permitted under this Lease, and (iii) will not violate any negative covenant as to use contained in any other lease of space in the Building or Property; viii. The proposed assignee or sublessee shall not be a person with whom Lessor is then negotiating to lease space in the Building or Property; ix. Where Lessor has space available for leasing reasonably equivalent to the Premises, the proposed assignee or sublessee shall not then be a tenant or occupant of any part of the Building or Property, or is any corporation which controls or is controlled by such tenant or occupant or is under common control with such tenant or occupant; x. There shall not be more than two (2) subtenants (including Lessor or its designee) of the Premises; xi. There shall be no default by Lessee under any of the terms, covenants, and conditions of this Lease at the time that Lessor's obligations or any party responsible for Tenant's obligations shall give its written consent to any such assignment or sublease subletting is requested and confirm that its obligations shall not be affected by such on the effective date of the assignment or the proposed sublease; xii. The instrument of sublease or assignment shall provide that, and, provided, further, that if any modification to the Lease is proposed to be made after terminated because of Lessee's default or otherwise, such assignment sublessee or sublease, thenassignee shall, at Landlord's or mortgageeLessor's option, all prior assignors and sublessors, and all such obligated parties, shall be required attorn to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedLessor.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign or sublease the within Lease to any party subject to the following: a) In the event Tenant desires to assign this Lease or sublease all or part of the Premises to any other party, Tenant shall provide written notice of the terms and conditions of such assignment or sublease to Landlord prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Landlord shall have the option, exercisable by written notice to Tenant, to: (i) sublease such space from Tenant at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture (in the case of subletting) that portion of the Premises to be sublet or all of the Premises (in the case of an assignment) ("Recapture Space") so that such prospective subtenant or assignee shall then become the sole Tenant of Landlord hereunder, or (iii) recapture the Recapture Space for Landlord's own use, whereupon Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space. b) In the event that the Landlord elects not to recapture the Lease as hereinabove provided, the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the Landlord's prior written consent, which consent shall not be unreasonably withheld, on the basis of the following terms hereof. and conditions: i) The Tenant shall not assign this Lease without provide to the exclusive prior written consent of Landlord the name and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms address of the Note Agreementassignee or subtenant. ii) The assignee or subtenant shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to the Landlord within ten (10) days of its execution. If Any sublease shall expressly acknowledge that said subtenant's rights against Landlord shall be no greater than those of Tenant. iii) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease is assignedLease, Lessor may collect Base including, but not limited to, the payment of Fixed Basic Rent and Additional Rent directly from such assignee. If reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. iv) The Tenant and any part assignee shall promptly pay to Landlord any consideration received for any assignment and/or all of the Demised Premises is rent, as and when received, in excess of the Rent required to be paid by Tenant for the area sublet and computed on the basis of an average square foot rent for the gross square footage Tenant has leased. v) In any Event event, the acceptance by the Landlord of Default exists hereunder, Landlord may collect Base Rent and Additional Rent any rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant from any of the subtenants or the failure of the Landlord to comply with insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Tenant herein, nor any assignee assuming this Lease, from any and all terms of this Lease except the obligations herein during and for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term entire Term of this Lease). vi) Landlord shall require a Five Hundred Dollars ($500.00) payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord's actions in refusing to consent thereto. c) If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of subsection a hereof shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, and if Tenant is a duplicate original partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such sublease partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall be not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant's assets are transferred or to any corporation which controls or is controlled by Tenant or is under common control with Tenant, provided that in the event of such merger, consolidation or transfer of all or substantially all of Tenant's assets (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) 10 days prior to the commencement effective date of any such transaction. d) In the event that any or all of Tenant's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and subsequently any or all of Tenant's interest in the Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor", for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such sublease Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or assignmentrefused to accept such right of first refusal as to the Disposition, as set forth herein. Any assignee Landlord shall assumehave sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant's interest by such Disposition, and the exercise of the option by instrument in form and content satisfactory Landlord shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord. In the event Landlord accept such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. e) Without limiting any of the provisions of Articles 12 and 13, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance of all of Tenant's obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder. f) Except as specifically set forth above, no portion of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest in this Lease may be acquired by any other person or estate in entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesTenant, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Tenant may, with Landlord’s prior written consent, which will not be unreasonably withheld, conditioned or delayed, sublease the Premises, or assign or transfer or permit the transfer of Defaults hereunder this Lease or under the Note Agreementinterest of Tenant in the Lease, as defined herein and therein, in whole or in part. If Tenant may desires to assign this Lease or to enter into any sublease all or any portion of the Demised Premises Premises, Tenant shall deliver written notice of such intent to Landlord together with a copy of the proposed assignment or sublease at least 30 days prior to the effective date of the proposed assignment or commencement date of the term of the proposed sublease. Any approved sublease shall be expressly subject to the terms hereofand conditions of this Lease. In the event of any approved sublease or assignment, Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and be released or discharged from any mortgagee. Notwithstanding the foregoingliability, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assignedwhether past, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunderpresent, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termfuture, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at renewal term of this Lease, and if the time sublease or assignment provides for rent in excess of the effective date Rent payable to Landlord under the terms of this Lease, 50% of the assignment, and such assumption agreement shall state that difference between the same is made Rent payable by the assignee for or subtenant and the express benefit of Rent payable to Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of under the terms, covenants and conditions terms of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn be paid to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result in consideration of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment its consent to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such . An assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required considered to confirm include a change in writing their approval the majority ownership or control of such modificationTenant if Tenant is a corporation whose shares of stock are not traded publicly, and that their obligations continue as to or, if Tenant is a partnership, a change in the Lease as so modifiedgeneral partner of the partnership or a change in the persons holding more than 50% interest in the partnership, or a change in majority ownership or control of any general partner of the partnership. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfermortgage, sublet, assign pledge or otherwise encumber hypothecate its leasehold interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's ’s prior written consent in each and every instance consent, which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedat Landlord’s sole discretion.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Section 15.01. Tenant may assign not mortgage, pledge, hypothecate, assign, transfer, sublet or otherwise deal with this Lease or the Demised Premises in any manner except as specifically provided for in this Article XV: (A) In the event that Tenant desires to sublease all the whole or any portion of the Demised Premises subject to or assign the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this within Lease to any person which is a successor to Tenant as permitted by other party, the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original conditions of such sublease or assignment shall be delivered communicated to Landlord at least in writing not less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, Landlord shall have the option, exercisable in writing to Tenant, to recapture the portion of the Premises subject to such assignment or subletting so that such prospective sublessee or assignee shall then become the sole lessee of Landlord hereunder, and the Tenant shall be fully released from any and all obligations hereunder, except to the extent that any obligations survive termination or sooner expiration of this Lease. (B) In the event that Landlord elects not to recapture the Lease as hereinabove provided, Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises, subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In assisting Landlord in rendering a decision whether the Landlord will consent to the proposed assignment or sublet, the Tenant shall comply with the following terms and conditions: (1) Tenant shall provide to Landlord the name and address and most recent certified financial statements of the proposed assignee or sublessee. (2) The assignee shall assume, by written instrument, all of the obligations of this Lease applicable to the portion of the Premises to be assigned or sublet, and a copy of such assumption agreement shall be furnished to Landlord within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee’s rights against Landlord shall be no greater than those of Tenant. (3) Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Term Basic Rent and Additional Rent reserved herein as and when required to be paid, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. (4) Tenant and any assignee shall promptly pay to Landlord 50% of any consideration received for any assignment or of the rent (Basic and Additional) and any other consideration payable by the subtenant to Tenant under or in connection with the sublease, as and when received, in excess of the Term Basic Rent and Additional Rent required to be paid by Tenant for the area assigned or sublet, computed on the basis of an average square foot rent for the gross square footage Tenant has leased. (5) In any event, the acceptance by Landlord of any rent (Basic and Additional) from the assignee or from any of the subtenants or the failure of Landlord to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Tenant herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. (6) Tenant shall reimburse Landlord for Landlord’s reasonable expenses incurred in connection with a request to assign or sublet this Lease, but such sum shall not exceed One Thousand Five Hundred and 00/100 ($1,500.00) Dollars. Notwithstanding the preceding sentence, Landlord agrees that Tenant shall not be required to pay such fee for the first request by Tenant to assign or sublease this Lease. (C) Any sublet or assignment to an affiliated company or to any entity which purchases or acquires all or substantially all of the assets, stock or membership interest of Tenant or to any corporation or equity resulting from a merger or consolidation, or the formation of joint venture or partnership, which affects all or a substantial portion of Tenant’s operations shall not be subject to the provisions of Subsections 15.01(A), 15.01(B)(4) or 15.01(B)(6) hereof and shall not require Landlord’s prior written consent, but all other provisions of this Article shall apply. (D) In the event that any or all of Tenant’s interest in the Demised Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and subsequently any or all of Tenant’s interest in the Demised Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the “Grantor”), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a “Disposition”), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the commencement same, and Grantor shall not make the Disposition until and unless Landlord has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. (E) Landlord shall have sixty (60) days next following its receipt of the written notice as to such sublease Disposition in which to exercise the option to acquire Tenant’s interest by such Disposition, and the exercise of the option by Landlord shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Landlord to accept a particular Disposition or assignment. Any assignee shall assumeany Disposition, by instrument in form and content satisfactory nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord. In the event Landlord accepts such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. (F) Without limiting any of the provisions of Article XIV, if pursuant to the Federal Bankruptcy Code (herein the “Code”), or any similar law hereafter enacted having the same general purpose, Landlord declines the right provided it in Subsection 15.01(D) hereof and Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one (1) year’s Annual Basic Rent and Additional Rent for the next succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Landlord), which deposit shall be held by Landlord for the balance of the Term of this Lease, without interest, as security for the full performance of all of Tenant's ’s obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, to be held and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and applied in the event this Lease shall terminate before the expiration manner specified for security in Article XXII. (G) Except as specifically set forth above, no portion of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its ’s interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of the Demised Premises, law or any portion thereof, or to any assignment of this Lease or act of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. The Tenant shall not assign assign, mortgage or encumber this Lease without the exclusive prior written consent of the Landlord and any mortgageein each instance, which consent shall not be unreasonably withheld or delayed. Notwithstanding No assignment of all of the foregoing, Tenant may assign Tenant's interest in this Lease to any person which is a successor to Tenant as permitted may be made by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply Tenant except in connection with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance transfer of all of Tenant's obligations under this Lease, capital stock in the Landlord to the same person. In any instance of a sublease for not more than one year (including any accrued obligations at the time and all renewals of the effective date sublease which are within the subtenant's control), the prior written consent of the Landlord shall not be required. The Tenant shall promptly furnish to the Landlord a copy of any sublease entered into by the Tenant. All subleases shall be entered into only in full compliance with the By-Laws of the Landlord in effect from time to time, and shall in every instance require the subtenant to comply fully with all of the By-Laws and all of the rules and regulations of the Landlord concerning use of common lands and facilities. The Tenant acknowledges that currently advance notice must be given to the Landlord of any intent to assign the lease, and that any proposed assignee or transferee of the Lease and any proposed mortgagee will be required by the Landlord, as a condition of the assignment, and to commit to signing a Standard Form Proprietary Lease with the Landlord at the time such assumption agreement shall state that proposed mortgagee would acquire the same is made by leasehold interest. The Tenant may not separately sublease either the assignee for primary or secondary residence but may sublease the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate entire Site to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and one person or family in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance accordance with the provisions of this paragraph shall be of no effect Lease and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease By-Laws of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events (a) Tenant will not assign, encumber or hypothecate this Lease, or allow the same to be assigned, encumbered or hypothecated by operation of Defaults hereunder law or under otherwise, or sublet the Note AgreementPremises, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of part thereof, or use or permit the Demised Premises subject same to be used for any other purpose than stated in the terms hereof. Tenant shall not assign this Lease use clause hereof without the exclusive prior written consent of Landlord, which consent shall be in Landlord's sole discretion. Together with Tenant’s request for Landlord’s consent, Tenant shall provide Landlord with copies of the proposed lease assignment or sublease. (b) In the event of any assignment or sublease consented to by Landlord, Tenant shall nevertheless at all times remain fully responsible and liable for the payment of the rent and all other charges payable hereunder and for compliance with all of the obligations of Tenant under the terms and provisions of this Lease. (c) For assignments and subleases that require Landlord’s consent in accordance with the foregoing paragraph, Tenant agrees to reimburse Landlord for its costs and any mortgageeother expenses (including reasonable attorney’s fees and processing fees) incurred by the Landlord in connection with Tenant’s assignment or subletting. Notwithstanding the foregoingConsent by Landlord hereunder shall in no way operate as a waiver by Landlord of, or to release or discharge Tenant may assign from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord’s consent to any person which is subsequent assignment, subletting, transfer, use or occupancy. (d) Landlord hereby consents to the sublease of a successor portion of the Facility to Tenant as permitted by ▇▇▇▇▇ Pre- School, Inc., Believe Academy and Universal Parenting Place, under the terms of a separate sublease agreement, consistent with the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events (a) Lessee shall not voluntarily or by operation of Defaults hereunder law assign, transfer, mortgage, sublet or under the Note Agreement, as defined herein and therein, Tenant may assign otherwise transfer or encumber all or any part of Lessee’s interests in this Lease or sublease all or any portion in the premises, without Lessor’s prior written consent, which Lessor shall not unreasonably withhold. Such consent shall be based not only on the creditworthiness of the Demised proposed Lessee but also on the intended use of the Premises subject and its compatibility with other uses and the potential for conflicts or disputes arising out of such new Lessee’s occupancy. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void and shall constitute a breach of this Lease. Lessee shall reimburse Lessor for Lessor’s reasonable attorney fees for the processing of documentation of any requested assignment, transfer, hypothecation or subletting. (b) Regardless of Lessor’s consent, no subletting or assignment shall release Lessee of Lessee’s obligations or alter the primary liability of Lessee to pay the terms hereofrent and to perform all other obligations to be performed by Lessee hereunder. Tenant The acceptance of rent by Lessor from any other person shall not assign this Lease without be deemed to be a waiver by Lessor of any provision thereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. (c) If Lessee desires to sublease the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may Premises or to assign this Lease to other than a subsidiary, parent or affiliated entity of Lessee, which Lessee controls or shall control, Lessee shall first notify Lessor of the proposed terms and conditions of such subletting or assignment. Lessor shall have the right of first refusal to enter into a direct Lessor-Lessee relationship between Lessor and such third party. (d) Notwithstanding Sections 22(a) and 22(e), Lessee shall have the right, without Lessor’s consent, to assign this Lease to a corporation with which it may form or with which Lessee may merge or consolidate, to any person which is parent or subsidiary of Lessee or to a successor purchaser of substantially all of Lessee’s assets, if the assignee executes an agreement required by Lessor assuming Lessee’s obligations and if the assignee has a net worth after the assignment at least equal to Tenant (or greater than) the net worth of Lessee prior to the assignment. (e) Lessee immediately and irrevocably assigns to Lessor, as security for Lessee’s obligation under this Lease, all rent from any subletting of all or part of the Premises as permitted by this Lease, and Lessor, as assignee and as attorney-in-fact for Lessee, or in receiver for Lessee appointed on Lessor’s application, and collect such rent and apply it toward lessee’s obligations under this Lease; except that until the terms occurrence of the Note Agreement. If this Lease is assignedan act of default by Lessee, Lessor may collect Base Rent and Additional Rent directly from such assignee. If release Lessee in any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of way under this Lease except for any sublease term, which shall be at Tenant's discretion rent actually received by Lessor from the sublessee. (but f) No interest of Lessee in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration be assignable by operation of such subleaselaw (including, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost transfer of any alteration, addition, improvement this Lease by testacy or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any intestacy). Each of the foregoing. No assignment or sublease following acts shall be made unless considered an involuntary assignment: (i) If Lessee or any guarantor parent corporation of Lessee is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes a proceeding under the Bankruptcy Act. (ii) If a Writ of Attachment or execution is levied on this Lease or the Premises by a creditor of Lessee. (iii) If, in any proceeding or action to which Lessee is a party, a receiver is appointed with authority to take possession of the Tenant's obligations Premises. (g) If a Writ of Attachment or execution is levied on this Lease, Lessee shall have sixty (60) days in which to cause the attachment or execution to be removed. If any party responsible for Tenant's obligations involuntary proceeding in bankruptcy is brought against Lessee, or if a receiver is appointed, Lessee shall give its written consent have ninety (90) days in which to such have the involuntary proceeding dismissed or the receiver removed. (h) An involuntary assignment or sublease which is not remedied within the time limits above provided shall constitute a default by Lessee and confirm that its obligations this Lease shall not be affected by such assignment treated as an asset of Lessee. (i) If Lessor sells or subleasetransfers all of the Premises, andLessor, provided, further, that if any modification to on consummation of the Lease is proposed to be made after such assignment sale or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated partiestransfer, shall be required released from any liability thereafter accruing under this Lease. If any security deposit or prepaid rent has been paid by Lessee, Lessor can transfer the security deposit or prepaid rent to confirm Lessor’s successor and on such transfer Lessor shall be discharged from any further liability in writing their approval of such modification, and that their obligations continue as reference to the Lease as so modified. No assignment security deposit or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedprepaid rent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed, conditioned or denied. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder. In the event of any permitted subletting, no subtenant shall be entitled to exercise any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease, but such right shall be exercisable by any permitted assignee of all of Tenant's rights under 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 to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord's right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord's reasonable opinion (i) the Leased Premises are or may be in any way materially, adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations of its sublease or assignment. Tenant agrees to reimburse Landlord in an amount equal to $500.00 in conjunction with the processing and documentation of any mortgageerequested assignment, subletting or any other hypothecation of this Lease or Tenant's interest in and to the Leased Premises. Notwithstanding the foregoing, Tenant may freely transfer and assign this Lease or sublet all or any portion of the Leased Premises, without Landlord's consent (i) in connection with any merger, consolidation or sale of assets of Tenant, provided such company has a net worth equal to or greater than Tenant's as of the date of such proposed assignment or subletting; or (ii) to any person which is a successor to Tenant as permitted by the terms parent, affiliate or subsidiary of the Note Agreement. If this Lease is assignedTenant, Lessor may collect Base Rent and Additional Rent directly from ; provided, however, that any such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease subletting shall require the assignee not result in Tenant being released or subtenant to comply with all terms of this Lease except for discharged from any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations liability under this Lease, including any accrued but not limited to, its obligations at regarding the time Letter of Credit. Tenant shall provide Landlord with written notice of such assignment or subletting prior to or promptly following the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of contrary, Tenant shall have the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereofright, without Landlord's prior written consent consent, to collaterally assign this Lease to any lender providing financing to Tenant or to any parent, affiliate or subsidiary of Tenant including but not limited to rights of such lenders to foreclose or assign Tenant's rights hereunder ; provided however, that Tenant's obligations regarding the Letter of Credit remain in each place, and every instance which consent may be withheld or delayed as above provided. No are applicable to any successor tenant (including the lender), that any such further lender shall assume and remain liable for Tenant's lease obligations herein, and in the event of any proposed assignment or subleasing shall relieve Tenant from any of Tenant's obligations rights hereunder, Landlord shall continue to have all of its rights relating to subletting and assignment hereunder including the right to approve any such successor tenant. Without limiting the foregoing, Landlord shall, within five (5) days after demand therefor, execute and deliver such instruments as may reasonably be requested by such lender to confirm Landlord's consent to such collateral assignment without any further consideration. In addition, Landlord agrees upon request of any lender providing financing to Tenant to subordinate in writing, on form attached hereto as EXHIBIT M, any lien rights which Landlord may have against Tenant's trade fixtures, equipment and other items of personal property pursuant to this Lease containedor any applicable law.

ASSIGNMENT AND SUBLEASE. Provided there are no Events (a) Tenant shall not, without the prior written consent of Defaults hereunder or under the Note AgreementLandlord, as defined herein and therein, Tenant may assign this Lease or sublease all any interest herein or in the Premises, or mortgage, pledge, encumber, hypothecate or otherwise transfer or sublet the whole Premises or any portion part of the Demised Premises subject or permit the use of the Premises by any party other than Tenant or a "Tenant Affiliate" (as hereinafter defined). Consent to the terms hereof. Tenant one or more such transfers or subleases shall not assign destroy or waive this Lease without provision, and all subsequent transfers and subleases shall likewise be made only upon obtaining the exclusive prior written consent of Landlord and any mortgageeLandlord. Notwithstanding Without limiting the foregoingforegoing prohibition, in no event shall Tenant may assign this Lease to or any person which is a successor to Tenant as permitted interest herein, whether directly, indirectly or by operating of law, or sublet the terms Premises or any part thereof or permit the use of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If Premises or any part of thereof by any party (i) if the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the proposed assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion is a party who would (but in no event extend beyond or whose use would) detract from the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time character of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord Building as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the termsfirst-class building, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such subleaseas, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, a dental, medical or chiropractic office or a governmental office, (ii) if the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such proposed assignment or subletting and shall be to a governmental subdivision or agency or any cost imposed by any governmental authority in connection with any person or entity who enjoys diplomatic or sovereign immunity, (iii) if such proposed assignee or subtenant is an existing tenant of the foregoing. No assignment Building, or sublease shall be made unless (iv) if such proposed assignment, subletting or use would contravene any guarantor restrictive covenant (including without limitation any exclusive use) granted to any other tenant of the Tenant's Building. Sublessees or transferees of the Premises for the balance of the Term shall become directly liable to Landlord for all obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or subleaseof Tenant hereunder, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve without relieving Tenant (or any guarantor of Tenant's obligations under the Lease or any assigneehereunder) of its obligations hereunder. Any assignment or subletting of any liability therefor, and Tenant shall remain obligated for all liability to Landlord arising under this Lease which during the entire remaining Term including any extensions thereof, whether or not authorized herein, unless such assignee assumes all liability hereunder and has a net worth equal to or exceeding the aggregate net worth of Tenant and all other parties then liable for the obligations of Tenant under this Lease. If Tenant is not a partnership, a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in compliance with the provisions of this paragraph Tenant shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any deemed a voluntary assignment of this Lease and subject to the foregoing provisions; provided, however, if at least one of the partners owning a controlling interest in Tenant both before and after such withdrawal or change shall be a corporation (or any entity controlled by a corporation) whose stock is publicly traded on a nationally recognized securities exchange (including the NASDAQ over-the-counter market), then such withdrawal or change shall not be deemed to be an assignment of this Lease. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant's , or the sale or transfer of a controlling interest or estate in the Demised Premisescapital stock of Tenant, no sublessee shall assign its sublease nor further sublease be deemed a voluntary assignment of this Lease and subject to the Demised Premisesforegoing provisions. The preceding sentence shall not apply to, and Tenant shall not be in default under this Paragraph 16(a) as a result of, an offering of voting stock to the public pursuant to a registered securities offering, the transfer of voting stock on a national securities exchange or through the NASDAQ national market system, or the transfer of voting stock to Tenant's employees pursuant to a bona fide employee stock ownership plan. If Tenant shall be a corporation whose stock is publicly traded on a nationally recognized securities exchange (including the NASDAQ over-the-counter market), then any portion thereofmerger, consolidation or other similar reorganization of Tenant, or the sale or transfer of a controlling interest in the voting capital stock of Tenant shall not be deemed to be an assignment of this Lease. In the event Landlord consents to an aggregate of three or more assignments or subleases (in any combination), beginning with the third such assignment or sublease, and no assignee continuing with respect to all subsequent assignments and subleases, Tenant shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.pay to

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement(a) Subject to Section 11.02, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder. 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 to any person which is be a successor consent to Tenant as permitted by the terms assignment of this Lease or the subletting of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be in any way materially and adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms of meet the obligations hereunder. If Landlord refuses to give its consent to any proposed assignment or subletting, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease except for any sublease termby giving Tenant thirty (30) days’ prior written notice of such termination, which whereupon each party shall be at Tenant's discretion (but in no event extend beyond the term of this Lease)released from all further obligations and liability hereunder, and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease . (c) If Tenant shall be permitted hereby unless as make any assignment or sublease, with Landlord’s consent, for a condition to effectiveness thereofrental in excess of the rent payable under this Lease, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee fifty percent (50%) of any such subleaseexcess rental upon receipt. Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are Tenant shall not mortgage, pledge, hypothecate or otherwise transfer or assign this Lease or the leasehold estate granted hereby absolutely or as security for a debt or other obligation, whether by a direct or indirect method, and Tenant shall not cause or allow this Lease or the leasehold estate to be subjected to any unpaid charge or any existing or subsequent interest of any third person, without the prior written consent of Landlord which shall not be unreasonably withheld. Tenant shall not sublet the Leased Premises or any part thereof without the prior written consent of Landlord. Any attempted assignment, sublease or other action by Tenant in violation of this Section 4.05 shall be void and shall constitute an Event of Default (hereinafter defined) not subject to any notice or opportunity to cure. In no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, event may Tenant may assign this Lease or sublease all or any portion of the Demised Leased Premises subject to any party whose operations in the terms Building would not be in keeping with, or would detract from, the operations of other tenants in the Building. If Tenant is not a public company that is registered on a national exchange or that is required to register its stock with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934, then any change in a majority of the voting rights or other control rights of Tenant shall be deemed an assignment for the purposes hereof. Tenant shall not assign this Lease without If the exclusive prior written consent of Landlord rent and other consideration for any mortgagee. Notwithstanding assignment or subleasing exceeds the foregoingRental, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by for the terms portion of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from Term covered by such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease subleasing, then Landlord shall require the assignee or subtenant be entitled to comply with all terms of this Lease except for any sublease termsuch excess, which shall be at paid by Tenant to Landlord immediately upon Tenant's discretion (but in no event extend beyond receipt thereof. Tenant shall, unless released by Landlord upon any permitted assignment or sublease, remain directly and primarily liable for the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's the covenants, duties and obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, tenant hereunder and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with enforce the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Lease against Tenant shall not transfer, sublet, assign and/or any assignee or otherwise encumber its interest sublessee without demand upon or proceeding in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to way against any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.other

ASSIGNMENT AND SUBLEASE. Provided there are no Events Tenant shall not voluntarily or by operation of Defaults hereunder law assign, transfer, mortgage or under the Note Agreement, as defined herein and therein, Tenant may assign otherwise encumber all or any part of Tenant’s interest in this Lease or sublease in the Premises, and shall not sublet all or any portion part of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease Premises, without the exclusive prior written consent of Landlord in each instance, and any mortgageeattempted assignment, transfer, mortgage, encumbrance, subletting or license without such consent shall be wholly void. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If or sublet all or any part of the Demised Premises subject to the following conditions: (1) the net worth of such assignee or sublessee shall be equal to or more than that of Tenant; (2) that Tenant at such time is sublet not in default hereunder; and (3) that Tenant and assignee or sublessee shall execute an instrument wherein said assignee or sublessee fully assumes all of the obligations and liabilities imposed upon Tenant. No such subletting or assignment shall act to relieve Tenant of any Event of Default exists its obligations to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder, unless the Landlord may collect Base Rent and Additional Rent consents to release Tenant from such subtenantliability. Any assignment Consent to one assignment, subletting or sublease other transfer shall require not be deemed to constitute consent to any subsequent assignment, subletting or other transfer. Notwithstanding anything to the assignee or subtenant to comply with all terms contrary contained in this Article XIV, a transfer of this Lease except shall not include, nor shall the consent of Landlord be necessary for any an assignment, transfer or sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time 100% of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assigneePremises) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or Tenant’s interest in the Premises if the transferee is: (a) an affiliate or subsidiary of Tenant's ; (b) Tenant’s parent corporation; (c) a subsidiary of Tenant’s parent corporation; or (d) an entity that is the successor to Tenant by way of reorganization, merger, consolidation, sale of assets or a controlling interest or estate in stock; (all of such transferees are individually referred to hereinafter as “corporate transferee”) so long as (i) Tenant is not in default (beyond any applicable cure period) of this Lease, (ii) Tenant gives Landlord notice of such transfer, (iii) Tenant remains liable under the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereofLease (except to extent relieved by operation of law), and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in (iv) the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any use of Tenant's obligations in this Lease containedthe Premises remains the same.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant Lessee may assign this Lease or sublease all the within Lease to any party subject to the following: (a) In the event that Lessee desires to sublease the whole or any portion of the Demised Premises subject to or assign the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this within Lease to any person which is a successor to Tenant as permitted by other party, the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original conditions of such sublease or assignment shall be delivered communicated to Landlord at least Lessor in writing prior to the effective date of any such sublease or assignment, and, prior to such effective date, Lessor shall have the option, exercisable in writing to Lessee, to recapture the within Lease so that such prospective sublessee or assignee shall then become the sole Lessee of Lessor hereunder, or alternatively to recapture said space, and the within Lessee shall be fully released from any and all obligations hereunder. (b) In the event that Lessor elects not to recapture the Lease as hereinabove provided, Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises, subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, and subject to the consent of any mortgagee, trust deed holder or ground lessor, on the basis of the following terms and conditions: (1) If Lessee shall provide to Lessor the name and address of the assignee or sublessee. (2) The assignee or sublessee shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to Lessor within ten (10) days prior to of its execution. (3) the commencement of such sublease or assignment. Any Lessee and each assignee shall assume, by instrument in form be and content satisfactory to Landlord, remain liable for the due performance observance of all the covenants and provisions of Tenant's obligations under this Lease, including including, but not limited to, the payment of rent reserved herein, through the entire term of this Lease, as the same may be renewed, extended or otherwise modified. (4) The Lessee and any accrued obligations at the time assignee shall promptly pay to Lessor one-half of any consideration received, for any assignment or one-half of the effective date rent, as and when received, in excess of the assignmentrent required to be paid by Lessee for the area sublet, and such assumption agreement shall state that computed on the same is made basis of an average square foot rent for the gross square footage Lessee has leased. (5) In any event, the acceptance by Lessor of any rent from the assignee for or from any of the express benefit subtenants or the failure of Landlord as Lessor to insist upon a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any assignee assuming this Lease, from any and conditions of this Lease and to all of the rights obligations herein during and for the entire term of Landlord hereunder; this Lease. (6) Lessee shall reimburse Lessor all reasonable costs and in expenses incurred, including reasonable attorneys fees, with respect to its handling of each request for consent to any sublet or assignment prior to its consideration of the event this Lease same. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor's failure to consent to any sublet or assignment is unreasonable shall terminate before be the expiration remedy of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord specific performance and waive any rights the sublessee may Lessee shall have to terminate the sublease not other claim or to surrender possession thereunder, cause of action against Lessor as a result of Lessor's actions in refusing to consent thereto. Notwithstanding the termination of this Lease. No sublease shall be permitted hereby unless as a condition aforesaid, Lessor's consent to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such proposed assignment or subletting, including without limitation, sublet may be withheld in Lessor's sole and absolute discretion if the cost of any alteration, addition, improvement proposed assignee or other renovation sublessee (i) is a domestic or refurbishment foreign governmental or agency thereof; (ii) is a person or entity with a reputation Lessor reasonably believes is less than reputable; (iii) is a person or entity whose financial condition is reasonably unacceptable to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease Lessor; (iv) proposes a use Lessor determines is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance incompatible with the provisions uses of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in other space tenants at the Lease or Office Building Complex; (v) proposes a use that has been exclusively reserved to another space tenant at the Demised Premises. Notwithstanding anything contained in this Lease Office Building Complex; (vi) proposes to use the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, for a school or training facility; (vii) is a charitable organization; or (viii) is an existing tenant at the Office Building Area, an entity affiliated with a tenant, a principal of a tenant or an entity, principal or affiliate of an entity that has been introduced to any or commenced negotiations for the leasing of space from Lessor (or its affiliate) at the Office Building Area. (c) Any sublet or assignment to an Affiliated Company (as that term is defined in Paragraph 42(e) hereof) shall not be subject to the provisions of subsections (a) or (b)(4) hereof and shall not require Lessor's prior written consent, but all other provisions of this Lease or Paragraph shall apply. (d) Without limiting any of Tenant's interest or estate in the Demised Premisesprovisions of Paragraphs 13 and 15, no sublessee shall assign its sublease nor further sublease if pursuant to the Demised PremisesFederal Bankruptcy code (herein the "Code"), or any portion thereofsimilar law hereafter enacted having the same general purpose, and no assignee shall further Lessee is permitted to assign or sublet its interest this Lease notwithstanding the restrictions contained in this Lease or its interest or estate Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's basic rent plus an amount equal to additional rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Lessor for the balance of the term, without interest, as security for the full performance of all of Lessee's obligations under this Lease, to be held and applied in the Demised Premises, or any portion thereof, without Landlord's prior written consent manner specified for security in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedParagraph 38.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest the Leased Premises in this Lease whole or its interest or estate in the Demised Premises, or any portion thereof, part without Landlord's prior written consent (but in each accordance with Section 16.12 below). In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder. 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 to be a consent to the assignment of this Lease or the subletting ofthe Leased Premises. Any assignment or sublease consented to by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease. (b) By way of example and every instance which not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's opinion (i) the Leased Premises are or may be withheld in any way adversely affected; (ii) the business reputation of the proposed assignee or delayed as above providedsubtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant. No such Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building. If Landlord refuses to give its consent to any proposed assignment or subleasing subletting, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease by giving Tenant thirty (30) days' prior written notice of such termination, whereupon each party shall relieve be released from all further obligations and liability hereunder, except those which expressly survive the termination of this Lease. (c) If Tenant from shall make any assignment or sublease, with Landlord's consent, for a rental in excess of the rent payable under this Lease, Tenant shall pay to Landlord all of any such excess rental upon receipt. Tenant agrees to pay Landlord $500.00 upon demand by Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the processing and documentation of any requested assignment, subletting or any other hypothecation of this Lease or Tenant's obligations interest in this Lease containedand to the Leased Premises as consideration for Landlord's consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Lessee may not mortgage, pledge, hypothecate, assign, transfer, sublet or under the Note Agreement, as defined herein and therein, Tenant may assign otherwise deal with this Lease or the Premises in any manner except as specifically provided for in this Section 7: (A) In the event that Lessee desires to sublease all the whole or any portion of the Demised Premises subject to or assign the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this within Lease to any person which is a successor to Tenant as permitted by other party, the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original conditions of such sublease or assignment shall be delivered communicated to Landlord at least Lessor in writing not less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, Lessor shall have the option, exercisable in writing to Lessee, to recapture the within Lease so that such prospective sublessee or assignee shall then become the sole lessee of Lessor hereunder, or alternatively to recapture said space, and the within Lessee shall be fully released from any and all obligations hereunder. (B) In the event that Lessor elects not to recapture the Lease as hereinabove provided, Lessee may nevertheless assign this Lease or subject the whole or any portion of the Premises, subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, and subject to the consent of any mortgagee, trust deed holder or ground lessor, on the basis of the following terms and conditions: (1) The Lessee shall provide to Lessor the name and address of the assignee or sublessee. (2) The assignee shall assume, by written instruction, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against the Lessor shall be no greater than those of the Lessee. (3) The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Term Basic Rent and Additional Rent reserved herein, as and when required to be paid, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. (4) The Lessee and any assignee shall promptly pay to Lessor any consideration received for any assignment or all of the rent (basic and additional), as and when received, in excess of the Term Basic Rent and Additional Rent required to be paid by Lessee for the period affected by said assignment or sublease for the area sublet, computed on the basis of an average square foot rent for the gross square footage Lessee has leased. (5) In the event, the acceptance by Lessor of any rent (basic and additional) from the assignee or from any of the subtenants or the failure of Lessor to insist upon a strict performance of any of the terms, condition and covenants herein shall not release Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. (6) Lessor shall require payment in an amount estimated to be the actual cost to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the commencement same; up to a maximum of Five Hundred and 00/100 ($500.00) Dollars per request. (7) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor for money damages by reason of any refusal, withholding or delaying by Lessor of any consent, and in such event, Lessee's only remedies therefor shall be an action of specific performance, injunction or declaratory judgement to enforce any such requirement. (C) Any sublet or assignment to an affiliated company shall not be subject to the provisions of Subsections 7(A), 7(B)(4) or 7(B)(6) hereof and shall not require Lessor's prior written consent, but all other provisions of this Section shall apply. (D) In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such sublease Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or assignmentrefused to accept such right of first refusal as to the Disposition, as set forth herein. Any assignee Lessor shall assumehave sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, by instrument in form and content satisfactory nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to Landlordsubmit other offers hereunder to Lessor. In the event Lessor accepts such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. (E) Without limiting any of the provisions of Sections 11 and 12, if pursuant to the Federal Bankruptcy Code (herein the "Code"), or any similar law hereafter enacted having the same general purpose, Lessor declines the right provided it in Subsection 7(D) hereof and Lessee is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security or an irrevocable Letter of Credit in an amount equal to one ( 1) year's Annual Basic Rent and Additional Rent for the next succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Lessor), which deposit shall be held by Lessor for the balance of the Term, without interest, as security for the full performance of all of TenantLessee's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, to be held and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and applied in the event this Lease shall terminate before the expiration manner specified for security in Section 15. (F) Except as specifically set forth above, no portion of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the TenantLessee's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesLessee, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Lessee pledge its interest in this Lease or in any security deposit required hereunder. (G) If Lessee is a corporation and if at any time during the Lease Term the persons owning a majority of its interest or estate in "voting stock" at the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any time of Tenant's obligations in the execution of this Lease containedshould cease to own a majority of such voting stock (except as the result of transfers by bequest or inheritance), Lessee covenants to notify Lessor of any such transfer and such transfer shall be deemed an assignment of this Lease. In the event of such transfer, Lessor may either (a) not unreasonably withhold its consent thereto or (b) terminate this Lease by notice to Lessee to be effective ninety (90) days after service. This section shall not apply whenever Lessee is a corporation, the outstanding stock of which is listed on a recognized stock exchange. For the purposes of this Section 7(G), stock ownership shall be determined in accordance with the principles set forth in Section 544 of the Internal Revenue Code of 1986, as amended, to and including the date of this Lease, and the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may Sublessee shall not assign this Lease Sublease or sublease all or any portion of the Demised Subleased Premises without Sublessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and without Prime Landlord’s prior written consent to the extent required pursuant to and subject to the terms hereofand conditions set forth in Article XII of the Prime Lease, except as otherwise set forth in this Sublease. Tenant Sublessee shall not assign this Lease without the exclusive prior written consent of reimburse Prime Landlord and any mortgagee. Notwithstanding the foregoingSublessor for their reasonable, Tenant may assign this Lease out-of-pocket expenses in connection therewith, pursuant to any person which is a successor to Tenant as permitted by the terms Article XII of the Note AgreementPrime Lease, regardless of whether such consent is ultimately granted. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any No permitted assignment or sublease shall require the release Sublessee from liability under this Sublease. The consent of Sublessor to any one assignment or sublease shall not be deemed to be Sublessor’s consent to any other or further assignment or sublease. Any assignee or subtenant to sublessee will comply with all terms of the provisions of the Prime Lease, and Prime Landlord and Sublessor may enforce such provisions directly against any assignee or sublessee. In addition, notwithstanding anything contained in this Lease except for any sublease termSection 8 to the contrary, which Sublessee shall be permitted, without Sublessor’s consent, to license a portion or portions of the Subleased Premises not exceeding twenty percent (20%) of the rentable square feet of the Subleased Premises in the aggregate at Tenant's discretion any given time, for temporary use solely by third party occupants that share Third Rock Ventures as an investor (but in no event extend beyond the term of this Lease“Licensee Parties”), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations for uses permitted under this Lease, including any accrued obligations at the time of the effective date of the assignment, Sublease only and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of otherwise in compliance with the terms, covenants and conditions of this Lease Sublease and the Prime Lease, provided that any space so licensed by Sublessee is not separately demised and does not have separate means of ingress to all or egress from the public corridors of the rights Building, and provided further that (i) Sublessor is delivered advance notice of each such license agreement entered into by Sublessee along with evidence of insurance for each Licensee Party, which license agreement shall be in writing with a fully executed copy provided to Sublessor and which, by its express terms, made subject and subordinate to this Sublease and the Prime Lease, (ii) any such licensing shall not give rise to a landlord-tenant relationship between Sublessor and the licensee, and (iii) Sublessee shall indemnify and hold Sublessor and Prime Landlord hereunder; harmless from and in the event this Lease against any and all claims, actions, suits, liabilities, losses, damages, costs, charges, attorneys’ fees, and other expenses of every nature and character which Sublessor or Prime Landlord shall terminate before the expiration or may sustain or incur by reason of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee claim or demand that may have to terminate the sublease or to surrender possession thereunder, be made as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereofof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord or in any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitationway related to, the cost licensee’s use or occupancy of any alteration, addition, improvement or other renovation or refurbishment to space in the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoingSubleased Premises. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed The insurance required to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting maintained by Sublessee under this paragraph Sublease shall relieve Tenant (or cover any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect such licensees’ activities and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest personal property in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary Subleased Premises and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedBuilding.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or Tenant acknowledges that this Lease and the Rent due under the Note Agreement, as defined herein this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and thereincreditworthiness; therefore, Tenant may shall not (a) assign (whether directly or indirectly), in whole or in part, this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, including, without limitation, by transfer of a controlling interest of stock, membership interests or partnership interests, or by merger or dissolution, which transfer of a controlling interest, merger or dissolution shall be deemed an assignment for purposes of this Lease, or (c) mortgage or pledge this Lease, or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed (and Landlord’s lender, if applicable). Tenant may, however, assign this Lease or sublease all or any a portion of the Demised Premises subject to a wholly-owned subsidiary, provided that Tenant advises Landlord, in writing, in advance, and otherwise complies with the succeeding provisions of this Section 8. In no event shall any assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder; and in the case of any assignment, Landlord shall retain all rights with respect to the terms hereofSecurity. Tenant shall not assign this Lease Any purported assignment, mortgage, transfer, pledge or sublease made without the exclusive prior written consent of Landlord (and any mortgageeLandlord’s lender, if applicable) shall be absolutely null and void and shall constitute a Default hereunder. Notwithstanding the foregoing, Tenant may assign No assignment of this Lease shall be effective and valid unless and until the assignee executes and delivers to Landlord (and Landlord’s lender, if applicable) any person which is and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Landlord pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the event of any termination of this Lease. Tenant shall pay to Landlord a successor fee of $1,000.00 in regard to Tenant as permitted by the terms of the Note Agreement(and prior to) any proposed subletting or assignment. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If or if the Premises (or any part of the Demised Premises is thereof) are sublet and any Event of Default exists hereunderor used or occupied by anyone other than Tenant, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment whether or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but not in no event extend beyond the term violation of this Lease, Landlord or Agent may (without prejudice to, or waiver of its rights), and a duplicate original of such sublease collect Rent from the assignee, subtenant or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedoccupant.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event of Landlord any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any mortgagee. Notwithstanding the foregoingextension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant may assign under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i) the Leased Premises are or may be in any way adversely affected in any material way; (ii) the business reputation of the proposed assignee or subtenant is such that Landlord has reason to comply with all terms of this Lease except for any sublease termbelieve, which shall be at Tenant's discretion in Landlord’s commercially reasonable opinion, that such Tenant would have an adverse effect on the Building or the other tenants in the Building or in the Park; or (but iii) the prospective assignee or subtenant is a current tenant in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to building owned by Landlord at least ten the Park or is a bona-fide third-party prospective tenant with which Landlord is in negotiations to provide space and Landlord has space available which could timely be made available to such tenant. (10c) days prior Except with respect to the commencement Subtenant defined in Section 11.02 below, if Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including Tenant shall pay to Landlord eighty five percent (85%) of any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to net excess rental upon receipt after Tenant first recaptures all of the termsits costs incurred in effecting such assignment or subletting, covenants including, without limitation, concessions, improvement costs, brokerage commissions and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleaselegal fees. Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events The Sublessee shall not mortgage, pledge, assign or transfer any interest of Defaults hereunder the Sublessee in this Sublease by voluntary act or under by operation of law, or otherwise; provided, however, that the Note Agreement, as defined herein and therein, Tenant Sublessee may assign this Lease or sublease all or any portion of the Demised Premises subject Leased Premises, and may grant concessions to others involving the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent use of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms portion of the Note Agreement. If this Lease is assignedLeased Premises, Lessor may collect Base Rent and Additional Rent directly from whether such assignee. If any part concessions purport to convey a leasehold interest or a license to use a portion of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for Leased Premises; provided that any sublease term, which shall be or concessions must at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall times be subject and subordinate to this Sublease. The Sublessee shall at all times remain liable for the performance of the terms, covenants and conditions on its part to be performed under this Sublease, notwithstanding any subletting or granting of concessions which may be made. Nothing herein contained shall be construed to relieve the Sublessee of its obligation to pay Base Rental and Additional Rental as provided in this Lease Sublease or to relieve the Sublessee of any other obligations contained herein. In no event will the Sublessee sublease or permit the use of all or any part of the Leased Premises in violation of the covenants contained herein or in the Nonarbitrage Certificate. The Sublessor shall, concurrently with the execution hereof, assign all of its right, title and interest in and to all this Sublease (except for its right to payment of its expenses under Section 3.1(b) hereof and its right to indemnification pursuant to Section 11 hereof), including without limitation its right to receive Base Rental payable hereunder, to the rights of Landlord hereunder; Purchaser pursuant to the Assignment Agreement, and in the event this Lease shall terminate before the expiration of Sublessee hereby approves such sublease, the sublessee thereunder will, at Landlord's option, attorn assignment. The parties hereto further agree to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord execute any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made documents necessary and proper in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedtherewith.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under Lessee shall not, at any time, sublease the Note Agreement, as defined herein and therein, Tenant may Leased Premises nor assign this Lease or sublease all or any portion interest of Lessee in the Demised Leased Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and the Lessor, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require subletting with the assignee or subtenant to comply with Lessor’s prior written consent, the Lessee and all terms guarantors, if any, of this Lease except shall continue to remain liable to Lessor for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond all sums due hereunder and for the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions duties of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this LeaseLessee. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, In addition, improvement or other renovation or refurbishment in order for Lessee to request the Demised Premises made in connection with such assignment or subletting and Lessor’s approval to any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions Leased Premises, Lessee must provide evidence to the reasonable satisfaction of this paragraph shall be Lessor and Lessor’s insurance carrier, that the business of such assignee or subtenant poses no effect and voidgreater fire or casualty risk, or potential for environmental contamination to the Leased Premises than did the business of Lessee. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything Anything contained in this Lease to the contrary and notwithstanding notwithstanding, any approval or consent by Landlord of Lessor with respect to any sublease requested assignment or subletting of the Demised Leased Premises by Lessee shall not be deemed to be the approval or consent of Lessor with respect to any other or future assignment or subletting of Lessee with respect to the Leased Premises. Notwithstanding the foregoing, Lessee may without the consent of Lessor and provided that Lessee remains liable for the performance of the terms of this Lease, assign this Lease in its entirety, or sublet the Leased Premises, with respect to all or any portion thereof, part of the Leased Premises: (i) to an entity resulting from a merger or consolidation with Lessee; or (ii) to any assignment parent, affiliate or subsidiary of this Lease Lessee; or of Tenant's interest (iii) to any entity which controls, is controlled by or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedis under common control with Lessee.

ASSIGNMENT AND SUBLEASE. Provided there Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or denied. In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder. 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 to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Without in any way limiting Landlord’s right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord’s opinion (i) the Leased Premises are no Events or may be in any way adversely affected; (ii) the business reputation of Defaults hereunder the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is to be less than the then current rent for similar premises in the Park or if the proposed assignee or subtenant is an existing tenant in the Building or Park. If Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the rent payable under this Lease, Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the Note Agreementprocessing and documentation of any such requested assignment, as defined herein subletting or any other hypothecation of this Lease or Tenant’s interest in and thereinto the Leased Premises. Notwithstanding the foregoing, Tenant may assign this the Lease or sublease all or any portion of the Demised Leased Premises subject without Landlord’s consent to any of the terms hereoffollowing (a “Permitted Transferee”), provided that the Permitted Transferee’s financial condition, creditworthiness and business reputation following the transfer are equal to or exceed those of Tenant: (i) any successor corporation or other entity resulting from a merger or consolidation of Tenant; (ii) any purchaser of all or substantially all of Tenant’s assets, stock or ownership interests of Tenant; or (iii) any entity which controls, is controlled by, or is under common control with Tenant. Tenant shall not assign this Lease without the exclusive prior written consent of give Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement written notice of such sublease assignment or assignmentsublease. Any assignee Permitted Transferee shall assume, by instrument assume in form writing all of Tenant’s obligations under this Lease. Tenant shall nevertheless at all times remain fully responsible and content satisfactory to Landlord, liable for the due payment of rent and the performance and observance of all of Tenant's ’s other obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, including any accrued obligations at the time of the effective date of the assignmenttransferring its interest to a shell corporation that subsequently files a bankruptcy), and any such assumption agreement transfer shall state that the same is made by the assignee for the express benefit constitute an event of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord Default hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Tenant shall not, either voluntarily or by operation of Defaults hereunder law, sell, assign, hypothecate or under transfer this Lease, or sublet the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all premises or any portion of part thereof, or permit the Demised Premises subject premises or any part thereof to the terms hereof. be occupied by anyone other than Tenant shall not assign this Lease or Tenant's employees, without the exclusive prior written consent of Landlord and any mortgageein each instance. Notwithstanding 18 Landlord's consent shall not be unreasonably withheld, provided the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the proposed assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered sublessee is reasonably satisfactory to Landlord at least ten (10) days prior as to credit and character and will occupy the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee premises for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions office purposes consistent with Article 10 of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn commitments to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereundertenants. Any assignment or sale, assignment, mortgage, transfer of subletting of this Lease which is not in compliance with the provisions of this paragraph Article 17 shall be voidable and shall, at the option of no effect and voidLandlord, terminate this Lease. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any The consent by Landlord to any sublease assignment or subletting shall not be construed as relieving Tenant from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. The Landlord reserves the right, should the Tenant request such assignment or subletting, to release the Tenant from the terms and provisions of this Lease and the Landlord shall have thirty (30) days to make such determination. Should the Landlord exercise this right, then the Lease shall terminate as of the Demised Premises, date notice is given to Tenant. Requests for sublease or any portion thereof, assignment shall be accompanied by a minimum service fee of $150 and Tenant agrees to reimburse Landlord for all legal fees and other expenses incurred by Landlord in connection with the request. Tenant shall make no profit on a sublease or to any assignment of this Lease and any increase in rent, bonus or of Tenant's interest other fee charged or estate in the Demised Premisesreceived, no sublessee shall assign its sublease nor further sublease the Demised Premiseswhich is higher than, or any portion thereofin addition to, the rent, and no assignee shall further assign or sublet its interest in fees due under this Lease or its interest or estate in the Demised Premises, or any portion thereof, without shall be paid to Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Lessee is not in default of Defaults hereunder any provisions of this Lease, Lessee may assign or under sublease the Note Agreement, as defined herein and therein, Tenant may within Lease to any party subject to the following: a. In the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing no less than ninety (90) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee, to: (i) sublease such space from Lessee at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture in the case of subletting, that portion of the Premises to be sublet or all of the Premises in the case of an assignment ("Recapture Space") so that such prospective sublessee or assignee shall then become the sole Lessee of Lessor hereunder, or (iii) recapture the Recapture Space for Lessor's own use and the within Lessee shall be fully released from any and all obligations hereunder with respect to the Recapture Space, b. In the event that the Lessor elects not to recapture the Lease or relet the Premises as hereinabove provided, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the terms hereof. Tenant shall not assign this Lease without the exclusive Lessor's prior written consent, which consent of Landlord and any mortgagee. Notwithstanding shall rift be unreasonably withheld, on the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms basis of the Note Agreement. If this Lease is assigned, following terms and conditions: i. The Lessee shall provide to the Lessor may collect Base Rent the name and Additional Rent directly from such assignee. If any part address of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with sublessee. ii. The assignee or sublessee shall assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of this Lease), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to Landlord at least the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against Lessor shall be no greater than those of Lessee. Lessee further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Lessee or any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the provisions of this Article 8. iii. Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease, Lessor may, at its option, take over all of the right, title and interest of Lessee, as sublessor, under such sublease, and such sublessee shall, at Lessor's option, attorn to Lessor pursuant to the then executory provisions of such sublease, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease which theretofore accrued to such sublease to which Lessor has not one month's rent. iv. The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. v. The Lessee and any assignee shall promptly pay to Lessor any consideration received for any assignment and/or all of the rent, as and when received, in excess of the Rent required to be paid by Lessee for the area sublet computed on the basis of an average square foot rent for the gross square footage Lessee has leased. vi. In any event, the acceptance by the Lessor of any rent from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. vii. In Lessor's reasonable judgment, the proposed assignee or subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (a) is in keeping with the then standard of the Building and (b) is limited to the use of the Premises as general offices. viii. The proposed assignee or subtenant shall be an entity which has existed for at least one (1) year and is not then an occupant of any part of the Building or any other building then owned by Lessor within a five-mile radius of the Building. ix. The proposed assignee or subtenant is not an entity or a person with whom Lessor is or has been, within the preceding twelve (12) month period, negotiating to lease space in the Building. x. There shall not be more than one (1) subtenant in the Premises. xi. Lessee shall not advertise the subtenancy for less than the then current market rent per rentable square foot for the Premises as though the Premises were vacant. xii. Lessee shall not have (a) publicly advertised the availability of the Premises without prior notice to and approval by Lessor, nor shall any advertisement state the name (as distinguished from the address) of the Building or (b) listed the Premises for subletting or assignment with other than a broker, agent or representative who waives any entitlement to a commission or other fee in the event of a recapturing of the Premises; xiii. The proposed occupancy shall not, in Lessor's reasonable opinion, increase the density of population using the Demised Premises to exceed one (1) person per 250 gross rentable square feet of space or exceed the parking allocation presently provided for in this Lease; xiv. The proposed assignee or subtenant shall only use the Premises for general offices and shall riot be engaged in any of the following: (a) educational, including but not limited to, instructional facilities and correspondence schools; (b) employment agencies; (c) model agencies; (d) photographic studios or laboratories; (e) spas, health, physical fitness or exercise salons; (f) small loan offices; (g) real estate brokerage or real estate sales offices open to the general public or construction offices; (h) medical or dental facilities, including professional offices, treatment facilities, dispensaries or laboratories; (i) federal, state or local government offices; (j) so-called boiler room operations; (k) retail stock brokerage offices; and (l) religious organizations making facilities available to congregations for uses other than business purposes. xv. The proposed assignee or subtenant shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of, the state courts of New Jersey. xvi. Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR ($500.00) payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no other claim or cause of action against Lessor as a result of Lessor's actions in refusing to consent thereto. c. If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Sub-section a. shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee's assets (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of Lessee herein named on the date of this Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Lessor at least 10 days prior to the commencement effective date of any such transaction. d. In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such sublease Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or assignmentrefused to accept such right of first refusal as to the Disposition, as set forth herein. Any assignee Lessor shall assumehave sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by instrument in form and content satisfactory Lessor shall be effected by notice to Landlordthat effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accept such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. e. Without limiting any of the provisions of Articles 12 and 13, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Lessee is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Lessor for the balance of the Term, without interest, as security for the full performance of all of TenantLessee's obligations under this Lease, including any accrued obligations at to be held and applied in the time manner specified for security in Article 16. :#, f. Except as specifically set forth above, no portion of the effective date Premises or of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at LandlordLessee's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesLessee, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Lessee pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent of shall not be unreasonably, withheld, delayed or denied (provided that it shall not be unreasonable for Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to withhold or deny its consent with respect to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any proposed assignment or sublease shall require the assignee or subtenant subletting to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and that is already a tenant in the Building or the Park). In the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitationTenant shall remain primarily liable hereunder, the cost and any extension, expansion, rights of any alterationfirst offer, addition, improvement rights of first refusal or other renovation options granted to Tenant under this Lease shall be rendered void and of no further force or refurbishment effect. The acceptance of rent from any other person shall not be deemed to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with be a waiver of any of the foregoing. No provisions of this Lease or to be a consent to the assignment of this Lease or sublease shall be made unless any guarantor the subletting of the Tenant's obligations or Leased Premises. Without in any party responsible for Tenant's obligations shall give its written way limiting Landlord’s right to refuse to consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord’s opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised via newspaper or other written publication to be less than the then current rent for similar premises in the Park. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any such requested assignment, subletting or any other hypothecation of this Lease which is or Tenant’s interest in and to the Leased Premises not to exceed One Thousand Dollars ($I,000.00) per request. Landlord acknowledges that Tenant intends to sublet approximately 2,561 square feet of the Leased Premises for a commencement date coinciding with the Commencement Date of this Lease or shortly thereafter, and Landlord agrees to not unreasonably withhold its consent to such Sublease in compliance accordance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedArticle 11.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Lessee is not in default of Defaults hereunder any provisions of this Lease, Lessee may assign or under sublease the Note Agreement, as defined herein and therein, Tenant may within Lease to any party subject to the following: a. In the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee, to: (i) sublease such space from Lessee at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the terms set forth in the proposed sublease, (ii) recapture in the case of subletting, that portion of the Premises to be sublet or all of the Premises in the case of an assignment ("Recapture Space") so that such prospective sublessee or assignee shall then become the sole lessee of Lessor hereunder, or (iii) recapture the Recapture Space for Lessor's own use and the within Lessee shall be fully released from any and all obligations hereunder with respect to the Recapture Space. b. In the event that the Lessor elects not to recapture the Lease as hereinabove provided, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the terms hereof. Tenant Lessor's prior written consent, which consent shall not assign this Lease without be unreasonably withheld, on the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms basis of the Note Agreement. If this Lease is assigned, following terms and conditions: i. The Lessee shall provide to the Lessor may collect Base Rent the name and Additional Rent directly from such assignee. If any part address of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with sublessee. ii. The assignee or sublessee shall assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of this Lease), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to Landlord at least the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against Lessor shall be no greater than those of Lessee. Lessee further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Lessee or any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the provisions of this Article 8. iii. Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease, Lessor may, at its option, take over all of the right, title and interest of Lessee, as sublessor, under such sublease, and such sublessee shall, at Lessor's option, attorn to Lessor pursuant to the then executory provisions of such sublease, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease which theretofore accrued to such sublease to which Lessor has not specifically consented in writing or by any previous prepayment of more than one month's rent. iv. The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. v. The Lessee and any assignee shall promptly pay to Lessor any consideration received for any assignment and/or all of the rent, as and when received, in excess of the Rent required to be paid by Lessee for the area sublet computed on the basis of an average square foot rent for the gross square footage Lessee has leased. vi. In any event, the acceptance by the Lessor of any rent from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. vii. Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR ($500.00) payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no other claim or cause of action against Lessor as a result of Lessor's actions in refusing to consent thereto. c. If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Subsection 8a. shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee's assets (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Lessee immediately prior to such merger, consolidation or transfer, or (2) the net worth of Lessee herein named on the date of this Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Lessor at least 10 days prior to the commencement effective date of any such transaction. d. In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor", for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such sublease Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or assignmentrefused to accept such right of first refusal as to the Disposition, as set forth herein. Any assignee Lessor shall assumehave sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by instrument in form and content satisfactory Lessor shall be effected by notice to Landlordthat effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accept such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. e. Without limiting any of the provisions of Articles 12 and 13, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Lessee is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Lessor for the balance of the Term, without interest, as security for the full performance of all of TenantLessee's obligations under this Lease, including any accrued obligations at to be held and applied in the time manner specified for security in Article 16. f. Except as specifically set forth above, no portion of the effective date Premises or of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at LandlordLessee's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding may be acquired by any consent other person or entity, whether by Landlord to any sublease assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesLessee, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Lessee pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events a. Subtenant shall not directly or indirectly, voluntarily or by operation of Defaults hereunder law, sell, assign, encumber, pledge, mortgage or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease otherwise transfer or sublease hypothecate all or any portion part of or interest in this Sublease or further sublet, or allow any other person or entity to occupy or use, all or any part of the Demised Sublease Premises (a “Sublease Transfer”), except with Sublandlord’s prior written consent in its sole discretion and subject to and in compliance with all of the terms and conditions of the Master Lease as incorporated herein, and Sublandlord (in addition to Master Landlord) shall have the same rights with respect to a Sublease Transfer as Master Landlord has under the Master Lease. Notwithstanding anything in this Sublease to the contrary, Subtenant may enter into a Permitted Transfer of this Sublease without Sublandlord’s consent provided the conditions of Section 10(f) of the Master Lease are satisfied and such transferee has a net worth immediately following such transaction that is equal to or greater than the net worth of Subtenant as of the date immediately prior to such transaction. b. Subtenant shall pay all fees and costs payable to Master Landlord pursuant to the Master Lease as well as all of Sublandlord’s costs (not to exceed $5,000) relating to any proposed Sublease Transfer regardless of whether any required consent is granted, and the effectiveness of any such consent shall be conditioned upon Master Landlord’s and Sublandlord’s receipt of all such fees and costs. c. At any time within ten (10) Business Days after Sublandlord’s receipt of notice of a proposed Sublease Transfer of or pertaining to more than fifty percent (50%) of the Sublease Premises for all or substantially all of the remainder of the Sublease Term, Sublandlord may by written notice to Subtenant elect to recapture the enter Sublease Premises and terminate this Sublease (the “Recapture Option”). If Sublandlord exercises its Recapture Option, Sublandlord and Subtenant shall enter into an appropriate termination of this Sublease; and Sublandlord shall have the right to use or relet the Sublease Premises for any legal purpose in its sole discretion. d. If Master Landlord and Sublandlord consent to any Sublease Transfer, (i) fifty percent (50%) of the Assignment or Sublease Profits realized by Subtenant shall be paid in full to Sublandlord, subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms conditions of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Master Lease, including profit sharing by Master Landlord, (ii) any accrued obligations at improvements, additions, or alterations to the time of Building or the effective date of the assignment, and such assumption agreement shall state Project that the same is made are required by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, Law as a result of the termination of this Lease. No sublease such Sublease Transfer shall be permitted hereby unless as a installed and provided without cost or expense to Sublandlord, and Sublandlord may condition its consent to effectiveness thereofany proposed subtenant or assignee on the construction of such improvements, Tenant shall have assigned additions, or alterations, (iii) Subtenant may thereafter within ninety (90) days after Master Landlord’s and Sublandlord’s consent, but not later than the expiration of said ninety (90) days, enter into such Assignment or Sublease of the Sublease Premises or portion thereof upon the terms and conditions set forth in the notice furnished by Subtenant to Master Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedSublandlord pursuant hereto.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord's prior written consent consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder, and except for an assignment or sublease to a Permitted Transferee any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's reasonable opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant in the Building or is a bona-fide third-party prospective tenant that Landlord is actively pursuing, as evidenced by written correspondence. (c) If Tenant shall make any assignment or sublease, with all terms Landlord's consent, for a rental in excess of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt after Tenant has recouped its expenses (including any accrued obligations at the time of the effective date of the assignmentbut not limited to broker's commissions, tenant improvements, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleaselegal costs). Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys' fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in and to the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedconsent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign or sublease the within Lease to any party subject to the following: a) In the event Tenant desires to assign this Lease or sublease seventy percent (70%) or more of the Premises to any other party, Tenant shall provide written notice of the terms and conditions of such assignment or sublease to Landlord prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Landlord shall have the option, exercisable by written notice to Tenant within ten (10) business days of Landlord’s receipt of written notice from Tenant, to (i) recapture all of the Premises (“Recapture Space”) so that such prospective subtenant or assignee shall then become the sole tenant of Landlord hereunder, or (ii) recapture the Recapture Space for Landlord’s own use, whereupon, in either case, Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space, or (iii) consent to such assignment or subleasing as provided in Section 21(b). b) In the event that the Landlord elects not to recapture the Recapture Space as hereinabove provided or in the event Tenant desires to sublease less than seventy percent (70%) of the Premises, the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises Premises, subject to the Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, on the basis of the following terms hereof. and conditions: i) The Tenant shall not assign this Lease without provide to the exclusive prior written consent Landlord the name and address of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant. ii) The assignee or subtenant to comply with shall assume, by written instrument, all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of this Lease), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to the Landlord at least within ten (10) days prior of its execution. Any sublease shall expressly acknowledge that said subtenant’s rights against Landlord shall be no greater than those of Tenant. iii) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. iv) The Tenant and any assignee shall promptly pay to Landlord fifty percent (50%) of the commencement of n et profit received from such sublease subleasing or assignment. Any Net profit will be calculated after deducting the Tenant’s direct costs of negotiating and implementing the sublease or assignment including brokerage fees at prevailing market rates. v) In any event, the acceptance by the Landlord of any rent from the assignee or from any of the subtenants or the failure of the Landlord to insist upon a strict performance of any of the terms, conditions and covenants herein shall assumenot release the Tenant herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. vi) Landlord shall require a Five Hundred Dollars ($500.00) payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in refusing to consent thereto. c) Notwithstanding anything herein to the contrary, Landlord’s consent shall not be required for any assignment or Sublease to any entity which controls Tenant or is controlled by instrument Tenant or is under common control with Tenant. d) In the event that any or all of Tenants interest in form the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and content satisfactory subsequently any or all of Tenant’s interest in the Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the “Grantor”, for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a “Disposition”), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Landlord shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant’s interest by such Disposition, and the exercise of the option by Landlord shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord. In the event Landlord accept such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. e) Without limiting any of the provisions of this Section 21, if pursuant to the Federal Bankruptcy Code (herein referred to as the “Code”), or any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security. in an amount equal to the sum of one year’s Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance of all of Tenant's ’s obligations under this Lease, including to be held and applied in the manner specified for any accrued obligations at the time security deposit required hereunder, f) Except as specifically set forth above, no portion of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease Premises or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its ’s interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act as the contrary and notwithstanding any consent by Landlord to any sublease of the Demised PremisesTenant, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder Tenant shall have the right, from time to time, to assign its rights under this lease or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease sublet all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to or organization selected by Tenant, upon such terms and conditions as may be agreed upon between Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termsublessee, which shall be at Tenant's discretion provided that: (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10a) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give given its written consent to such assignment or sublease and confirm that its obligations sublease, which consent shall not be affected unreasonably withheld or delayed: provided that Landlord's consent shall not be required for any assignment or sublease by Tenant to Tenant's parent company, subsidiary or any entity of which Tenant or Tenant's parent company, subsidiary or any entity of which Tenant or Tenant's parent company owns more than fifty percent (50%) of the voting interests thereof: (b) no such assignment or subleasesublease shall excuse or otherwise affect any liability of Tenant under this lease, and, provided, further, that if any modification and Tenant shall remain fully liable to the Lease is proposed perform and observe all obligations and conditions to be made performed and observed by Tenant under this lease; and (c) the term of any such sublease shall not exceed the then remaining term of this lease. Landlord may assign its rights and obligations under this lease at any time during the term of this lease, and after any such assignment or subleaseshall not be liable for any obligations of Landlord under this lease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, provided that any such assignment shall be subject to this lease and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's rights hereunder and provided further that Landlord's assignee assumes in writing all of Landlord's obligations under the Lease or any assignee) of its obligations hereunderthis lease. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord attorn to any sublease assignee of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord which so assumes Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedobligations.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereofA. In General. Tenant shall not assign not, without the prior consent of Landlord ---------- in each case, (i) make or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant's interest in this Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant's interest in this Lease, (iii) sublet any part of the Premises, or (iv) permit anyone other than Tenant and its employees to occupy any part of the Premises. Tenant shall remain primarily liable for all of its obligations under this Lease, notwithstanding any assignment or transfer. Notwithstanding the foregoing, if Tenant assigns its interest in this Lease, Landlord may, in its sole discretion, elect to release Tenant from any obligations arising after the effective date of such assignment if Landlord, in its sole discretion, determines that the proposed assignee meets or exceeds Tenant's financial standing as of the date this Lease is executed (after giving effect to increases in the Consumer Price Index of the Bureau of Labor Statistics of the United States Department of Labor for Urban Consumers ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇-▇▇▇▇ = 100)). No consent granted by Landlord shall be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant shall pay all of Landlord's reasonable attorneys' fees and other expenses incurred in connection with any consent requested by Tenant or in reviewing any proposed assignment or subletting. Any assignment or transfer, grant of lien or encumbrance, or sublease or occupancy without the exclusive Landlord's prior written consent shall be void. No subtenant may exercise (nor may Tenant exercise for the sole benefit of Landlord and a subtenant or otherwise for a subtenant who is in possession of the entire Premises) any mortgageeright to renew this Lease, extend the Term or to lease additional space in the Project. Notwithstanding the foregoing, Tenant may without Landlord's consent assign all or sublet some or all of the Premises to any person or entity that controls or is controlled by, or is under common control with, Tenant; provided that Tenant notifies Landlord of the proposed assignment or subletting at least twenty (20) days before the scheduled effective date thereof, which notice shall include the information described in Section 17C below. Tenant shall also have the one (1) time right to assign without Landlord's consent its entire interest in this Lease to any person which is a successor to purchaser of all or substantially all of Tenant's assets; provided that (i) Tenant as permitted by the terms notifies Landlord of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of proposed assignment at sixty (60) days before the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termscheduled effective date thereof, which notice shall be at Tenant's discretion include the information described in Section 17C below, (but in no event extend beyond the term of this Lease), and a duplicate original of ii) such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of purchaser assumes all of Tenant's obligations under this Lease, including any accrued obligations at and (iii) Tenant's purchaser's Dun and Bradstreet rating denotes (x) a tangible net worth of fifty million dollars ($50,000,000.00)(increased to reflect increases from the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all in the Consumer Price Index of the rights Bureau of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result Labor Statistics of the termination United States Department of this Lease. No sublease shall be permitted hereby unless as Labor for Urban Consumers ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇-▇▇▇▇ = 100)) or more and (y) a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf qualitative rating of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedA-2.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The acceptance of rent by Landlord and from any mortgagee. Notwithstanding other person or entity shall not be deemed to be a waiver of any of the foregoing, Tenant may assign provisions of this Lease or to any person which is be a successor consent to Tenant as permitted by the terms assignment of this Lease or the subletting of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantPremises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease hereunder. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i) the Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee is insufficient to comply meet the obligations of Tenant hereunder, taking into consideration Tenant’s continued liability, (iv) the prospective assignee or subtenant is a current tenant in the Building and Landlord then has comparable space to lease to such party, or the prospective assignee or subtenant has, within the prior nine (9) months negotiated a letter of intent to lease space from Landlord at the Property or (v) such assignment or subletting shall cause Landlord to be in breach of any “exclusive use” or similar provisions contained in any other lease of space in the Building or the Property. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the rent publicly advertised for similar premises in the Building. If Landlord refuses to give its consent to any proposed assignment of this Lease or subletting for more than 33% of the Rentable Area (excluding any Transfer under Section 11.02), Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease in its entirety with all respect to an assignment of this Lease or terminate this Lease with respect to the proposed sublet space by delivering to Tenant written notice thereof with a termination effective date to be specified in such notice but in no event terminating earlier than thirty (30) days after the date Landlord delivers such notice to Tenant. If this entire Lease is terminated, as of the termination effective date, Tenant shall vacate and surrender the Premises in accordance with the terms of this Lease except for any sublease term, which and each party shall be at Tenant's discretion (but in no event extend beyond the term of this Lease)released from all further obligations and liability hereunder, and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease If this Lease shall be permitted hereby unless as a condition canceled with respect to effectiveness thereofless than the entire Premises, Tenant shall have assigned vacate and surrender such portion of the Premises in accordance with the terms of this Lease, the Rent reserved herein paid on a per square foot basis shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises, this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. (c) If Tenant shall make any assignment or sublease, with Landlord’s consent (excluding any Transfer under Section 11.02), for a rental in excess of the rent payable under this Lease, Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt less any and Landlord shall have effectively assigned to mortgagee such subleaseall costs, fees (including reasonable attorneys’ fees) and expenses incurred by Tenant, including, without limitation, any allowances, brokerage commissions, rent credits and other concessions provided by Tenant in connection with this transaction. Tenant agrees to pay on behalf Landlord upon demand by Landlord for reasonable, out-of Landlord any -pocket accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate and to the Premises as consideration for Landlord’s consent, provided that such fees shall not exceed $5,000 in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedone instance.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant The Lessee shall not assign this Lease or make any sublease for the whole or any part of the Leased Premises to any entity, without the exclusive prior written consent of Landlord the Lessor, which shall not be unreasonably withheld or delayed. The Lessee agrees to give the Lessor written notice of any such assignment or sublease within thirty (30) days after the effective date thereof. The Lessor and the Lessee agree that in the event of any mortgagee. Notwithstanding assignment or sublease to a person, firm or entity that is approved by the foregoingLessor pursuant to Paragraph 11 of this Lease, Tenant may assign this Lease the Lessor shall be entitled to collect and the Lessee shall pay to the Lessor promptly following its receipt from any person which is a successor such assignee or subtenant fifty (50%) percent of all payments of rent, additional rent or other charges payable by any such assignee or subtenant in excess of the rent, additional rent and other charges payable by the Lessee pursuant to Tenant as permitted by the terms of this Lease. The Lessee shall include in its request for the Note AgreementLessor's consent to any proposed assignment or sublease a reasonably detailed summary of the terms of any such proposed assignment or sublease. If this Lease is assignedassigned or if the Leased Premises or any part thereof are occupied by anybody other than the Lessee, the Lessor may collect Base Rent and Additional Rent directly rent from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant occupant and apply the net amount collected to comply with all terms the rent reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this Lease except provision or the acceptance of the assignee, undertenant or occupant as lessee. Nothing herein contained shall relieve the Lessee from its covenants and obligations for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease). The Lessee agrees to reimburse the Lessor for the Lessor's reasonable attorneys' fees incurred in conjunction with the processing and documentation of any such requested transfer, and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitationlicense or concession agreement, the cost change of any alterationownership, addition, improvement mortgage or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment hypothecation of this Lease or of Tenantthe Lessee's interest or estate in and to the Demised Leased Premises, no sublessee shall assign its excluding any attorneys' fees incurred by the Lessor in connection with the review by the Lessor of the form of any proposed sublease nor further sublease by the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedLessee.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement(a) Subject to Section 11.02, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign and Guarantor shall remain primarily liable hereunder (unless the assignee and / or a substitute guarantor procured by such assignee or Tenant is a “Qualified Assignee,” as such term is defined in Section 11.02). 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 to any person which is be a successor consent to Tenant as permitted by the terms assignment of this Lease or the subletting of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be in any way materially and adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply with all terms of meet the obligations hereunder. If Landlord refuses to give its consent to any proposed assignment or subletting, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease except for any sublease termby giving Tenant thirty (30) days’ prior written notice of such termination, which whereupon each party shall be at Tenant's discretion (but in no event extend beyond the term of this Lease)released from all further obligations and liability hereunder, and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of except those which expressly survive the termination of this Lease. No sublease . (c) If Tenant shall be permitted hereby unless as make any assignment or sublease, with Landlord’s consent, for a condition to effectiveness thereofrental in excess of the rent payable under this Lease, Tenant shall have assigned pay to Landlord and Landlord shall have effectively assigned to mortgagee fifty percent (50%) of any such subleaseexcess rental upon receipt. Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events So long as Tenant is not in monetary default of Defaults hereunder any of the terms and conditions hereof, and further provided that Tenant has fully and faithfully performed all material terms and conditions of this Lease, Landlord shall not unreasonably withhold, condition or under the Note Agreement, as defined herein and therein, Tenant may assign delay its consent to an assignment of this Lease or sublease all or of the Premises for any of the then remaining portion of the Demised Premises subject unexpired Lease Term provided: (i) the assignee shall assume the obligations of the existing Letter of Credit or provide a substitute letter of credit reasonably acceptable to the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms net assets of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms sublessee shall not be less than the net assets of this Lease except for any sublease term, which shall be Tenant at Tenant's discretion (but in no event extend beyond the term time of the signing of this Lease); (ii) in the event of an assignment, and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument assume in form and content satisfactory to Landlord, the due performance of writing all of Tenant's obligations under this Lease, including any accrued obligations at Lease for the time remainder of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunderTerm; and (iii) in the event of a sublease, such sublease shall in all respects be subject to and in conformance with the terms of this Lease. If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant and apply the net amount collected to the rent herein reserved, but no such collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further observance and performance by Tenant of the covenants herein contained. In addition, in the event of a proposed assignment, Landlord shall have the right, but not the obligation, to terminate before this Lease by giving Tenant thirty (30) days' advance written notice ("Landlord's Termination Notice"); provided, however, that Tenant shall have the expiration right to abrogate Landlord's Termination Notice by notifying Landlord within ten (10) business days after receipt of such Landlord's Termination Notice of the withdrawal of the consent to the assignment. For purposes of the foregoing, a transfer by operation of law or transfer of controlling interest in Tenant as same exists as of the date hereof, shall be deemed to be an assignment of this Lease. Landlord's acceptance of any name submitted by Tenant, an agent of Tenant, or anyone acting by, through or under Tenant for the purpose of being listed on the Building directory will not be deemed, nor will it substitute for, Landlord's consent, as required by this Lease, to any sublease, assignment, or other occupancy of the sublessee thereunder will, at LandlordPremises by anyone other than Tenant or Tenant's option, attorn employees. Fifty percent (50%) of any net profit or additional consideration or rent (taking into consideration the costs incurred by Tenant to Landlord and waive any rights the sublessee may have to terminate the sublease or assign the Premises, including, without limitation, brokerage commissions, reasonable legal fees and remodeling costs) in excess of the Base Rent or Additional Rent payable by Tenant hereunder which is payable to surrender possession thereunder, Tenant as a result of the termination of this Lease. No sublease any assignment or subletting shall be permitted hereby unless paid to Landlord as a condition to effectiveness thereofAdditional Rent when received by Tenant. All the foregoing notwithstanding, Tenant shall have assigned to Landlord not enter into any lease, sublease, license, concession or other agreement for the use, occupancy or utilization of the Premises or any portion thereof, which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person or entity from the property leased, used, occupied or utilized. Any such purported lease, sublease, license, concession or other agreement shall be absolutely void and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost ineffective as a conveyance of any alterationright or interest in the possession, addition, improvement use or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and occupancy of any cost imposed by any governmental authority in connection with any part of the foregoingPremises. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written Any consent to such assignment or sublease and confirm that its obligations by Landlord hereunder shall not be affected constitute a waiver of strict future compliance by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and voidSection. Except as permitted herebyNotwithstanding anything herein to the contrary, Tenant shall not transfer, sublet, have the right to assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease sublet all or a portion of the Demised PremisesPremises to a parent, affiliate or subsidiary, or any portion thereofrelated company, or to a successor-in-interest resulting from a merger, consolidation, joint venture or reorganization, or to any assignment of this Lease entity which acquires all or substantially all of Tenant's interest interest, without obtaining Landlord's consent, provided that (i) to the extent that Tenant continues to exist after such corporate event or estate in reorganization, Tenant shall remain liable under the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereofterms hereof, and no assignee shall further assign or sublet its interest (ii) Tenant notifies Landlord in this Lease or its interest or estate in advance of such event and delivers to Landlord written evidence that such new entity assumes all of the Demised Premises, or any portion thereof, without Landlord's prior written consent in each liabilities and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedhereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Tenant may assign this Lease or sublease all or any portion of the Demised Premises subject to the terms hereof. (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without the exclusive Landlord’s prior written consent consent. In the event of Landlord and any mortgagee. Notwithstanding the foregoingpermitted assignment or subletting, Tenant may assign shall remain primarily liable hereunder, and except for any Permitted Transferee under Section 11.02 hereunder, any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If provisions of this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part or to be a consent to the assignment of this Lease or the subletting of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenantLeased Premises. Any assignment or sublease consented to by Landlord shall require not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i) the Leased Premises are or may be adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to comply meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant in the Building and Landlord has space available for lease in the Building. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building. (c) If Tenant shall make any assignment or sublease, with all terms Landlord’s consent, for a rental in excess of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations rent payable under this Lease, including Tenant shall pay to Landlord fifty percent (50%) of any accrued obligations at the time of the effective date of the assignmentsuch net excess rental (after deducting brokerage fees, attorneys’ fees, tenant improvement/upfit costs, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and any other reasonably necessary expenses incurred in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate consummating the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such subleaseassignment). Tenant agrees to pay on behalf of Landlord any $500.00 upon demand by Landlord for reasonable accounting and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, attorneys’ fees incurred in conjunction with the cost processing and documentation of any alterationrequested assignment, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment other hypothecation of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its ’s interest in this Lease or its interest or estate in and to the Demised Premises, or any portion thereof, without Leased Premises as consideration for Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease contained’s consent.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, Except as defined herein and thereinset forth below, Tenant may assign shall not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or sublease all in the Leased Premises without Landlord’s prior express written consent, which shall not be unreasonably withheld, conditioned or any portion of delayed. Except for Providing Parties using the Demised Leased Premises subject to the terms hereof. in accordance with Section 19.3, Tenant shall not assign this Lease without permit the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If Leased Premises or any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment thereof to be used or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease termoccupied by others without Landlord's prior express written consent, which shall not be at Tenant's discretion (but in no event extend beyond the term of this Lease)unreasonably withheld, and a duplicate original of such sublease conditioned or assignment shall be delivered delayed. If Landlord consents to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of all moneys or other consideration received by Tenant from Tenant's transferee in connection therewith (including, without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority rent received in connection with any such sublease, but excluding any amounts received in consideration for services provided by Tenant or other than as compensation for occupancy of the foregoing. No assignment or sublease Leased Premises) in excess of the amounts owed by Tenant to Landlord under this Lease, which Additional Rent shall be made unless any guarantor paid to Landlord as and when received by Tenant. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void and shall constitute a breach of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent this Lease. If Landlord consents to such assignment or sublease subletting, Tenant shall remain primarily liable to perform all of the covenants and confirm conditions contained in this Lease, including but not limited to payment of Minimum Annual Rent and Additional Rent as provided herein (except to the extent that its obligations Landlord expressly releases Tenant in connection with any such consent). The acceptance of rent from any other person shall not be affected by such assignment deemed to be a waiver of any of the provisions of this Lease or sublease, and, provided, further, that if any modification to be a consent to the assignment of this Lease is proposed to be made after such assignment or sublease, then, at the subletting of the Leased Premises. Without in any way limiting Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required right to confirm in writing their approval of such modification, and that their obligations continue as refuse to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or consent to any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which Lease, Landlord reserves the right to refuse to give such consent if in Landlord's discretion and opinion (i) the value or use of the Leased Premises is not or may be in compliance any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is deemed unacceptable; (iii) to the extent that Tenant is being released from liability pursuant to this Lease, the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder or is less than that of Tenant; or (iv) the proposed subtenant or assignee is a then existing tenant or occupant of the Building or a person or entity with whom Landlord is then dealing with respect to leasing space in the Building, or with whom Landlord has had any dealings within the past six (6) months with respect to leasing space in the Building. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys' fees incurred in conjunction with the provisions processing and documentation of any such requested transfer, assignment, subletting or any other hypothecation of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign Lease or otherwise encumber its Tenant's interest in and to the Lease or the Demised Leased Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord in this Lease, including but not limited to any sublease of the Demised Premisesprovisions set forth above, or any portion thereof, or to any assignment of this Lease or sublease of the Leased Premises to an “Affiliate” of Tenant shall not require Landlord’s consent, Tenant's interest ’s only obligation being to deliver to Landlord not less than fifteen (15) days prior notice of such assignment or estate sublease. For purposes of this Lease, the term "Affiliate" shall mean and refer to any person or entity controlling, controlled by or under common control with another person or entity. "Control", as used herein, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote in the Demised Premisesordinary direction of its affairs at least fifty-one percent (51%) of the voting interest in, no sublessee any person or entity. Co-location pursuant to Section 19.3 shall assign its sublease nor further sublease not be subject to the Demised Premises, or any portion thereof, terms and no assignee shall further assign or sublet its interest conditions set forth in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedArticle 11.

ASSIGNMENT AND SUBLEASE. Provided there are no Events Tenant may assign or sublease the within Lease to any party subject to the following: (a) In the event that the Tenant desires to sublease the whole or any portion of Defaults hereunder the Demised Premises or under assign the Note Agreementwithin Lease to any other party, the Tenant's intentions shall be communicated to the Landlord in writing. Landlord shall have the option, exercisable in writing to Tenant within sixty (60) days after receipt of such notice from Tenant, to recapture the within Lease, or alternatively, to recapture the Demised Premises, or the portion thereof Tenant sought to sublet, and this Tenant shall then be fully released from any and all obligations hereunder. (b) In the event that the Landlord elects not to recapture either the Lease or the Demised Premises as defined herein and thereinhereinabove provided, Tenant may assign this Lease or sublease all sublet the whole or any portion of the Demised Premises (but not less than 2,500 square feet), subject to Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed, and subject to the consent of any mortgagee, trust deed holder or ground lessor, on the basis of the following terms hereof. and conditions: (1) The Tenant shall not assign this Lease without provide to Landlord the exclusive prior written consent of Landlord name and any mortgagee. Notwithstanding the foregoing, Tenant may assign this Lease to any person which is a successor to Tenant as permitted by the terms address of the Note Agreement. If this Lease is assignedproposed assignee or sublessee. (2) The assignee or sublessee shall assume, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part by written instrument, all of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term obligations of this Lease), and a duplicate original copy of such sublease or assignment assumption agreement shall be delivered furnished to Landlord at least within ten (10) days prior of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against the Landlord shall be no greater than those of the Tenant. (3) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to the payment of rent and additional rent reserved herein, through the entire term of this Lease, as the same may be renewed, extended or otherwise modified. (4) The Tenant and any assignee shall promptly pay to Landlord: (i) one- half of any consideration received by Tenant for any assignment; or (ii) one- half of the rent, as and when received by Tenant, in excess of the rent required to be paid by Tenant to Landlord for the area sublet, computed on the basis of an average square foot rent for the gross square footage Tenant has leased. However, Tenant shall be entitled to deduct the reasonable costs incurred by Tenant in connection with the assignment (i.e. construction costs, broker commissions). (5) In any event, acceptance by Landlord of any rent from the assignee, or from any of the subtenants, or the failure of Landlord to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Tenant herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire term of this Lease, as the same may be renewed, extended or otherwise modified. (6) Tenant shall be responsible for payment to Landlord of Landlord's reasonable attorneys' fees and handling costs incurred for each request for consent to any sublet or assignment, with such payment to be made within ten (10) business days of written notice from Landlord, but in no event beyond the effective date of assignment. (c) Notwithstanding anything to the contrary contained herein, Tenant shall have the right to assign this Lease or sublet the Demised Premises, in whole or in part, to any parent, affiliate or subsidiary of Tenant or in connection with a merger of Tenant provided that the surviving entity in a merger shall have a tangible net worth (determined in accordance with generally accepted accounting principles) not less than the net worth of Tenant and its guarantors, if any, as of the date of commencement of this Lease. (d) Without limiting any of the provisions of this Lease, if, pursuant to the Federal bankruptcy Code (hereinafter referred to as the "Code"), or any similar law hereinafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, then adequate assurance of future performance by an assignee expressly permitted under such sublease or assignment. Any assignee Code shall assumebe deemed to mean the deposit of cash security in an amount equal to the sum of one (1) year's basic rent plus an amount equal to the additional rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by instrument in form and content satisfactory to LandlordLandlord for the balance of the term of the Lease, without interest, as security for the due full performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, to be held and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and applied in the event this Lease shall terminate before the expiration manner specified for security in Paragraph 18. (e) Except as specifically set forth above, no portion of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made or of Tenant' 8 interest in connection with such assignment or subletting and any cost imposed this Lease may be acquired by any governmental authority in connection with any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of the foregoing. No assignment law or sublease shall be made unless any guarantor act of the Tenant's obligations or any party responsible for Tenant's obligations , nor shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet pledge its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of Tenant's obligations in this Lease containedsecurity deposit required hereunder.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, (a) Except as defined herein and thereinset forth herein, Tenant may assign shall not sublet any part of the Premises, nor assign, pledge or encumber this Lease or any interest herein, without the prior written consent of Landlord, which consent may not be unreasonably withheld by Landlord. Landlord shall be entitled to deny consent to an assignment or sublease if, by way of illustration but not limitation, the financial statements of the proposed assignee or sublessee are unsatisfactory. Consent by Landlord to one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon prior written consent of Landlord. In the event a sublease or assignment is consented to by Landlord, any sublessees or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder without relieving or in any way modifying Tenant's liability hereunder, but rather Tenant and its transferee shall be jointly and severally liable therefor. In the event Landlord gives its consent to any such assignment or sublease, fifty percent (50%) of any rent or other cost to the assignee or subtenant, less reasonable expenses incurred by Tenant to effectuate the assignment or sublease (including, but not limited to, brokerage commissions and tenant allowances or concessions), for all or any portion of the Demised Premises subject over and above the Rent payable by Tenant for such space shall be due and payable, and shall be paid, to Landlord. In the event a sublease or assignment is made as herein provided, Tenant shall pay Landlord a charge equal to the terms hereofactual costs incurred by Landlord, in Landlord's reasonable judgment (including, but not limited to, the use and time of Landlord's personnel), for all of the necessary legal and accounting services required to accomplish such assignment or subletting, as the case may be. Any transfer, assignment or sublease of all or any portion of the Premises or Tenant's interest under this Lease made without Landlord's consent shall be void and of no force or effect. Landlord's consent to any sublease or assignment hereunder shall not waive Landlord's rights as to any subsequent sublease or assignment. (b) Landlord may, within thirty (30) days after submission of Tenant's written request for Landlord's consent to an assignment or subletting, cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date such proposed transfer is to be effective. If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant shall not assign pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by such proposed transfer. Thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant. (c) Unless Tenant is a publicly traded corporation or partnership, the sale or transfer of Tenant's voting stock (if a corporation) or partnership interests (if a partnership) resulting in the transfer of control of a majority of such stock or interests shall be deemed an assignment of this Lease without requiring the exclusive prior written consent of Landlord Landlord. Further, unless Tenant is a publicly traded corporation or partnership and the surviving entity of any mortgagee. Notwithstanding merger or consolidation involving Tenant is also a publicly traded entity, the foregoing, occupancy of the Premises by any successor firm of Tenant or by any firm into which or with which Tenant may assign become merged or consolidated shall be deemed an assignment of this Lease to any person which is a successor to Tenant as permitted by requiring the terms prior written consent of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Landlord. (d) Any assignment or sublease by Tenant to a Tenant Affiliate (as such term is defined below) shall be made on prior notice to Landlord but shall not require the assignee or subtenant to comply with all terms consent of this Lease except for any sublease term, which shall be at Tenant's discretion (but in no event extend beyond the term of this Lease), and a duplicate original of Landlord. Any such sublease or assignment shall be delivered to Landlord at least ten (10) days prior to the commencement of such sublease or assignment. Any assignee shall assume, by instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall otherwise be subject and subordinate to all of the terms, covenants terms and conditions of this Lease and Paragraph 10. For purposes of this Lease, the term "Tenant Affiliate" shall mean any parent or wholly owned subsidiary of Tenant or any corporation succeeding to substantially all of the rights assets of Landlord hereunder; and in Tenant by way of sale, merger or other reorganization, provided that the event this Lease shall terminate before successor has a tangible net worth equal to or better than the expiration tangible net worth of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, Tenant as a result of the termination date of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf . (e) In the event of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or sublease of Tenant's interest all or estate in part of the Demised Premises, no sublessee Tenant shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet its interest in this Lease or its interest or estate in the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance which consent may not be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant released from any of Tenant's its obligations in under this Lease containedLease.

ASSIGNMENT AND SUBLEASE. Provided there are no Events of Defaults hereunder or under the Note Agreement, as defined herein and therein, Section 16.01. The Tenant may assign not mortgage, pledge, hypothecate, assign, transfer, sublet or otherwise deal with this Lease or of the Demised Premises in any manner except as specifically provided for in this Article XVI. Section 16.02. In the event that Tenant desires to sublease all the whole or any portion of the Demised Premises subject to Premiss or assign the terms hereof. Tenant shall not assign this Lease without the exclusive prior written consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may assign this within Lease to any person which is a successor to other party, Tenant as permitted by the terms shall give Landlord written notice of such desire and furnish Landlord with an exact copy of the Note Agreement. If this Lease is assigned, Lessor may collect Base Rent and Additional Rent directly from such assignee. If any part of the Demised Premises is sublet and any Event of Default exists hereunder, Landlord may collect Base Rent and Additional Rent from such subtenant. Any proposed assignment or sublease shall require the assignee or subtenant to comply with all terms of this Lease except for any sublease term, which shall be at Tenant's discretion not less than thirty (but in no event extend beyond the term of this Lease), and a duplicate original of such sublease or assignment shall be delivered to Landlord at least ten (1030) days prior to the commencement effective date on which Tenant desires to make such assignment or sublease and the identity of the subtenant or assignee. The Tenant shall not submit, nor shall Landlord accept, any assignment or sublease for review which has a proposed rent less than the current market value. The Landlord shall require a Five Hundred and 00/100 ($500.00) Dollar payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same. Section 16.03. The Landlord shall have a period of thirty (30) days following receipt of the aforementioned notice within which to notify the Tenant in writing that Landlord elects either: (A) to terminate this Lease as to the space so affected as of the date so specified by the Tenant as above (with the same effect as if such date was the date fixed herein for the expiration of the Term) in which event Tenant will be relieved of all further obligation hereunder as to such space; or (B) to, upon the execution of the proposed sublease or assignment to the proposed subtenant or assignee, assume the proposed assignment or sublease so that such prospective sublessee or assignee shall then become the tenant of the Landlord hereunder; or (C) to permit the Tenant to assign or sublet such space, subject, however, to the Tenant remaining liable for the observance of all of the covenants and provisions of this Lease, including, but not limited to the payment of Term Basic Rent reserved herein, through the entire Term of this Lease. If the rental rate agreed between Tenant and assignee or sublessee is greater than the Term Basic Rent and Additional Rent that Tenant must pay Landlord (computed on the basis of an average square foot rent for the Demised Premises), then all of such sublease excess rental shall be shared equally by Landlord and Tenant; or (D) to reasonably refuse to consent to Tenant's assignment or assignmentsublet and to continue this Lease in full force and effect. The Landlord's refusal to consent shall not be deemed unreasonable if, by way of example and not by way of limitation, the proposed assignment or sublet is to any governmental or quasi-governmental agency or to anyone whose use would impose abnormal or excessive wear and tear on the Demised Premises. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall be deemed to have elected option (C) above. No future assignment or subletting shall be made except upon compliance with this Section. Any attempted assignment or sublease by Tenant in violation of this Section shall be void. This absolute prohibition against assigning or subletting except in compliance with this Section shall include those by operation of law or statute. Section 16.04. In any event, except as otherwise provided in Section 16.03, the acceptance by the Landlord of any Basic Rent or Additional Rent from the assignee or from any of the subtenants or the failure of the Tenant to insist upon a strict performance of any of the terms, conditions and covenants herein shall assumenot release the Tenant herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. Section 16.05. Notwithstanding anything contained herein to the contrary, any sublet or assignment to an Affiliated Company or to any entity into which Tenant has been merged or which is wholly owned by instrument Tenant, or by which Tenant is wholly owned in form connection with a joint venture entered into by Tenant shall not be subject to the provisions of Sections 16.01, 16.02, and content satisfactory 16.03(A), (B) and (D). As used herein, Affiliated Company shall mean any corporation related to such party as a parent, subsidiary or brother-sister corporation so that such corporation and such party or such corporation and such party and other corporations constitute a controlled group as determined under Section 1563 of the Internal Revenue Code of 1986, as amended and as elaborated by the Treasury Regulations promulgated thereunder. In the event that any or all of Tenant's interest in the Demised Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and subsequently any and all of Tenant's interest in the Demised Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Landlord shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant's interest by such Disposition, and the exercise of the option by Landlord shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord. In the event Landlord accepts such offer of first refusal, the due transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. Without limiting any of the provisions of Article XV, if pursuant to the Federal Bankruptcy Code (herein the "Code"), or any similar law hereafter enacted having the same general purpose, Landlord declines the right provided it in the preceding paragraph and Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to one (1) year's Annual Basic Rent and Additional Rent for the next succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Landlord), which deposit shall be held by Landlord for the balance of the Lease Term, without interest, as security for the full performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, to be held and such assumption agreement shall state that applied in the same is made by the assignee manner specified for the express benefit security in Section 23.02. Except as specifically set forth above, no portion of Landlord as a third party beneficiary thereof. Each sublease permitted hereby shall be subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord hereunder; and in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. No sublease shall be permitted hereby unless as a condition to effectiveness thereof, Tenant shall have assigned to Landlord and Landlord shall have effectively assigned to mortgagee such sublease. Tenant agrees to pay on behalf of Landlord any and all costs of Landlord or otherwise occasioned by such assignment or subletting, including without limitation, the cost of any alteration, addition, improvement or other renovation or refurbishment to the Demised Premises made in connection with such assignment or subletting and any cost imposed by any governmental authority in connection with any of the foregoing. No assignment or sublease shall be made unless any guarantor of the Tenant's obligations or any party responsible for Tenant's obligations shall give its written consent to such assignment or sublease and confirm that its obligations shall not be affected by such assignment or sublease, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, then, at Landlord's or mortgagee's option, all prior assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease as so modified. No assignment or subletting under this paragraph shall relieve Tenant (or any guarantor of Tenant's obligations under the Lease or any assignee) of its obligations hereunder. Any assignment or subletting of this Lease which is not in compliance with the provisions of this paragraph shall be of no effect and void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or otherwise encumber its interest in the Lease or the Demised Premises. Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease or of Tenant's interest in this Lease may be acquired by any other person or estate in entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Demised PremisesTenant, no sublessee nor shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign or sublet Tenant pledge its interest in this Lease or in any security deposit required hereunder. Section 16.06. If Tenant is a corporation and if at any time during the Lease Term the persons owning a majority of its interest "voting stock" at the time of the execution of this Lease should cease to own a majority of such voting stock (except as the result of transfers by bequest or estate inheritance), Tenant covenants to notify Landlord of any such transfer and such transfer shall be deemed an assignment of this Lease. In the event of such transfer, Landlord may either (a) not unreasonably withhold its consent thereto or (b) terminate this Lease by notice to Tenant to be effective ninety (90) days after service. This Section shall not apply whenever Tenant is a corporation, the outstanding stock of which is listed on a recognized stock exchange. For the purposes of this Section 16.06, stock ownership shall be determined in accordance with the Demised Premisesprinciples set forth in Section 544 of the Internal Revenue Code of 1986, as amended, to and including the date of this Lease, and the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation. Section 16.07. Tenant shall have no claim, and hereby waives the right to any claim, against Landlord for money damages by reason of any refusal, withholding or delaying by Landlord of any portion thereofconsent, without Landlord's prior written consent and in each and every instance which consent may be withheld or delayed as above provided. No such further assignment or subleasing shall relieve Tenant from any of event, Tenant's obligations only remedies therefor shall be an action for specific performance, injunction or declaratory judgment to enforce any such requirement. Landlord acknowledges that Tenant may commence such action by means of an order to show cause before the Superior Court of New Jersey, in this Lease containedwhich event Landlord acknowledges Tenant's rights to an expedited proceeding and to notify Landlord of the institution of the Order to Show Cause by telephone means. Landlord and Tenant further agree that the determination of such Court shall be conclusive and non-appealable.