Common use of ASSIGNMENT AND SUBLEASE Clause in Contracts

ASSIGNMENT AND SUBLEASE. Lessee may not mortgage, pledge, hypothecate, assign, transfer or sublet this Lease or the Premises in any manner except as specifically provided for in this Section 7: (A) Lessee may assign this Lease or sublet the whole or any portion of the Premises (including, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. Lessee may 22.1 If Motiva, prior to the expiration of the Term of this Agreement (and any permitted extension thereof), enters into an agreement with a third-party purchaser other than an Affiliate (a “Third-Party Purchaser”) to purchase the Port ▇▇▇▇▇▇ Refinery (but not mortgageall or substantially all of Motiva's assets), pledgeMotiva shall notify Sunoco Partners of the agreement and the name and address of the Third-Party Purchaser no later than ninety (90) days prior to the closing of the sale of the Port ▇▇▇▇▇▇ Refinery. If Motiva is selling the Port ▇▇▇▇▇▇ Refinery, hypothecateit shall assign this Agreement to the Third-Party Purchaser, except that Motiva will continue to be responsible for any payments due to Sunoco Partners for services provided by Sunoco Partners to Motiva prior to the effective date of such assignment. 22.2 Neither Sunoco Partners nor Motiva shall ever transfer, assign, transfer or sublet encumber this Lease or Agreement without the Premises in any manner except as specifically provided for in this Section 7: (A) Lessee may assign this Lease or sublet the whole or any portion prior written consent of each of the Premises (including, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consentother Party, which consent shall not be unreasonably withheld if the transferee or delayed. All assignments of assignee is credit-worthy and has the financial, technical and commercial capability to fulfill the transferring Party’s obligations under this Lease or any sublease Agreement, provided that the transferring Party provides such evidence as the other Party may reasonably request to verify the qualifications of the whole transferee or any portion of the Demised Premises (regardless of whether Lessor's consent is required) assignee. The foregoing shall be on the basis of not apply to the following terms and conditionssituations: (ia) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee Motiva shall have no claim, and hereby waives the right to transfer or assign all of its rights under this Agreement to any claimAffiliate of Motiva or any entity that is successor to all or substantially all of Motiva's assets, against Lessor money damages by reason without the prior written consent of Sunoco Partners; and (b) Sunoco Partners shall have the right to transfer or assign all of its rights and obligations under this Agreement to any refusalAffiliate, withholding or delaying by Lessor any entity that is successor to all or substantially all of its assets, without the prior written consent of the other Party; (c) Upon an assignment or transfer in compliance with Section 22.2, the transferring Party will cease to be responsible for the fulfillment of its obligations under this Agreement, except for such obligations as arose before the effective date of such assignment or transfer; 22.3 Motiva shall have the right to subcontract all or any consentpart of this Agreement for all or any part of the Term, and provided that in such event, Lessee's only remedies therefor Motiva shall be an action remain obligated to Sunoco Partners for specific performance, injunction or declaratory judgment to enforce any such requirementthe fulfillment of Motiva’s obligations under this Agreement. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. Lessee may not mortgage, pledge, hypothecate, assign, transfer assign or sublet this sublease the within Lease or to any party subject to the Premises in any manner except as specifically provided for in this Section 7:following. (A) In the event that the Lessee desires to sublease all or a part of the Premises, or to assign the Premises to any other party, the terms and provisions of such sublease or assignment shall be communicated to the Lessor in writing and within thirty (30) days of the Lessee's notice of its intention to sublease or assign as aforesaid, the Lessor shall have the option, exercisable in writing to the Lessee to recapture the within Lease, if an assignment shall have been proposed, or, to recapture that portion to be sublet if a sublease shall have been proposed, and in such event, the within Lessee shall, if an assignment, be fully released from any and all of its obligations hereunder, or, if a sublease, released with respect to said space proposed to be sublet. (B) In the event that the Lessor elects not to recapture the Lease as hereinabove provided or the space proposed to be sublet, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises (including, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be withheld, on the basis of the following terms and conditions: (i1) The Lessee shall provide to the Lessor the name and address of the assignee or sub-lesseesublessee. (ii2) The assignee or sublessee shall assume assume, by written instrument all of the obligations of this Lease or any subtenant shall take subject to instrument, all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to the Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied within ten (with reasons for such denial), within twenty (2010) days after receipt of Lessee's request thereforits execution. (iii3) The Lessee and each assignee shall be and remain 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 and Additional Rent rent reserved herein, as and when required to be paid, through the entire Term term of this Lease, as the same may be renewed, extended or otherwise modified modified. Notwithstanding anything contained herein to the contrary, no such modification, extension or renewal will occur without Lessee's consent which will expand Lessee's obligations hereunder, and if at all and each subtenant shall take subject to all any of the covenants and provisions of this Leaseaforesaid occur without Lessee's consent, as the same Lessee's liability hereunder shall be renewedlimited to that existing prior to said modification, extended extension or otherwise modified if at allrenewal. (iv4) The Lessee and any assignee shall promptly pay to Lessor one-half (1/2) of any consideration received for any assignment or one-half (1/2) of the rent, both exclusive of any reasonable expenses or brokerage incurred in connection with the sublease or assignment, 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. (5) In any event, the acceptance by the Lessor of any Basic Rent and/or Additional Rent 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 such assignee or subtenantassuming this Lease, from any and all of the obligations herein during and for the entire Term term of this Lease. (v6) Lessee Lessor shall reimburse Lessor for require a One Hundred and 00/100 ($ 100.00) Dollar payment to cover its reasonable out-of-pocket expenses, incurred for reviewing and processing each request handling charges for consent to any sublet or assignment prior to its consideration of the same. Lessor shall respond to each request within ten (including10) days from receipt of the same, but not limited to, reasonable attorneyprovided the request is accompanied by full and complete financial and biographical information. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor's fees). (vi) failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no claim, and hereby waives other claim or cause of action against Lessor as a result of Lessor's actions in refusing to consent to a proposed subtenant or assignee (I) whose business is not compatible to the right type of occupancy of the Building; (II) violates any exclusive granted to any claimother tenant in the Building; (III) if such business will create increased use of the common facilities of the Building and Office Building Area; (IV) if such business is: an employment agency or executive search agency, against Lessor money damages by reason a state, federal or local government agency or bureau; with doctors and other professionals under the jurisdiction of any refusalthe New Jersey Board of Medical Examiners, withholding dentists, psychologists, 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 requirementmarriage counselors. (BC) If Lessor Any sublet or assignment to an affiliated company shall give its not be subject to the provisions of subsections (A) or (B)(4) hereof and shall not require Lessor's prior written consent to any assignment all other provisions of this Lease or to any sublease, Lessee Paragraph shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:apply.

ASSIGNMENT AND SUBLEASE. Lessee 13.1 The prior written consent of the Cities shall be required for any sale, transfer, assignment or sublease of this Agreement and of the leasehold estate hereby created. Consent may not mortgage, pledge, hypothecate, assign, transfer or sublet this Lease or be withheld by the Premises Cities in any manner except as specifically provided for in this Section 7: the event (Aa) Lessee may assign this Lease or sublet the whole or any portion of the Premises (including, but not limited to, an assignment of this Lease made is in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance default of any of the termsterms or conditions of this Agreement beyond any applicable notice and cure period; (b) the transferee, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and sublessee does not deliver to the Cities its written agreement to be bound by all of the obligations herein during and for the entire Term provisions of this Lease. Agreement in a form reasonably satisfactory to the Cities; (vc) Lessee shall reimburse Lessor for its reasonable out-of-pocket expensesthe transferee, incurred for assignee or sublessee does not submit proof of insurance as required at Sections 8 and 9, herein; or (d) the transferee, assignee or sublessee has not met the licensing requirements set forth in the Minimum Standards. In reviewing and processing each a request for consent to assignment or sublease of this Agreement, the Cities may inquire into the legal, technical and financial qualifications of the proposed transferee, assignee or sublessee, and Lessee shall provide such information and assistance as may be reasonably requested in doing so. The Cities may condition their consent to or deny consent for any sublet transfer, assignment or assignment (includingsublease upon terms and conditions reasonably related to the legal, but technical, and financial qualifications of the proposed transferee, assignee or sublessee. Consent shall not limited tootherwise be unreasonably withheld, reasonable attorney's fees).conditioned or delayed. Upon the granting of written consent by the Cities and actual transfer or assignment, Lessee shall be released by the Cities from its obligations under this Agreement. Other (vi) 13.2 Notwithstanding the provisions of Section 13.1, Lessee shall have no claim, and hereby waives the right to any claimengage in the following activities through sublease, against Lessor money damages by reason of any refusallicense or concession agreements, withholding or delaying by Lessor of any consent, and in such event, Lessee's only remedies therefor which shall be an action for specific performance, injunction or declaratory judgment subject and subordinate to enforce any such requirement. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall Agreement and include the same insurance and indemnity provisions in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent favor of the Assignment Profits or Cities, without the Sublease Profits, as prior written consent of the case may beCities:

ASSIGNMENT AND SUBLEASE. Except as otherwise provided herein, Lessee may not mortgageshall not, pledgewithout the prior written consent of Lessor, hypothecatesublease the Equipment or any part thereof or assign any of its rights hereunder or relinquish possession or use of the Equipment or any part thereof to, assignor permit the Equipment or any part thereof to be operated by, transfer or sublet this Lease or the Premises in any manner except as specifically provided for in this Section 7:other Person except (Ai) a corporation which shall have assumed all the obligations of Lessee may assign this Lease hereunder and under the other Operative Documents and into which or sublet with which Lessee shall have merged or consolidated or which shall have acquired all or substantially all the whole property of Lessee, in each case in accordance with Article XIV of the Participation Agreement and all applicable provisions of law; provided, however, that Lessee may, without the prior written consent of Lessor, sublease the Equipment or relinquish possession or use of the Equipment or any portion part thereof to, or permit the Equipment or any part thereof to be operated by, an Affiliate of Lessee; (ii) in the case of coal supplies located on the Site and intended to be burned in the Plant, any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees of the Premises principals providing such financing; (includingiii) the owner of the Plant at the time it is placed in service, but not limited toor of any undivided interest therein, an assignment or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or of any such undivided interest, if such Person or Persons shall, in the case of any such use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide by the provisions of this Lease made in connection with a spin-off relating to use, operation, maintenance and repair of the Provid Research division of Lessee, provided Equipment and shall further agree that Lessee remains primarily liable under its rights as sublessee or user are subject and subordinate to this Lease and the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all.Indenture; and (iv) The acceptance PNGC, to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; provided, however, that the obligations of Lessee hereunder shall not be affected in any way by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants aforesaid arrangements. Lessor shall not assign or convey any of its right, title and interest in and to this Lease and the failure Equipment except as contemplated by or provided in this Lease, the Participation Agreement, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The rights and obligations of Lessor insist upon a strict performance of any of and Lessee hereunder shall inure to the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-benefit of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives be binding upon, the right to any claimpermitted successors and assigns of Lessor and Lessee, against Lessor 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 requirementrespectively. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. Lessee may not mortgage, pledge, hypothecate, assign, transfer transfer, sublet or sublet otherwise deal with this Lease or the Premises in any manner except as specifically provided for in this Section 78: (A) In the event that the Lessee desires to sublease the whole or any portion of the Premises or assign the within Lease to any other party, the terms and conditions of such sublease or assignment 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 Lessee's request to sublease or assign, 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 (including, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises)so offered to Lessor, subject to the Lessor's prior written consent, which consent shall not be unreasonably withheld withheld, and subject to the consent of any mortgagee, trust deed holder or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be ground lessor, on the basis of the following terms and conditions: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 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. (i1) The Lessee shall provide to the Lessor the name and address of the assignee or sub-lesseesublessee, and copies of financial reports and other relevant financial information of the assignee or sublessee reasonably required by Lessor. (ii2) The assignee or sublessee shall assume assume, by written instrument all of the obligations of this Lease or any subtenant shall take subject to instrument, all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to the Lessor together with Lesseewithin ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee's written request for Lessor's consent, which consent rights against the Lessor shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt no greater than those of the Lessee's request therefor. (iii3) The Lessee and each assignee shall be and remain liable for the observance of all of the covenants and provisions of this Lease, including, but not limited to, the payment of Term Fixed Basic Rent and Additional Rent reserved herein, 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 if at all modified. (4) The Lessee and each subtenant any assignee shall take subject promptly pay to Lessor any consideration received for any assignment or all of the covenants rent (Fixed Basic and provisions of this LeaseAdditional), as and when received, in excess of the same shall Term Fixed Basic Rent and Additional Rent required to be renewedpaid by Lessee for the period affected by said assignment or sublease for the area sublet, extended or otherwise modified if at allcomputed on the basis of an average square foot rent for the gross square footage Lessee has leased. (iv5) The In any event, the acceptance by the Lessor of any rent (Fixed Basic Rent and/or Additional Rent 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 such assignee or subtenantassuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. (v6) Lessee Lessor shall reimburse Lessor require a Five Hundred and 00/100 ($500.00) Dollar payment to cover its handling charges for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees)prior to its consideration of the same. (vi7) 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. (BC) If 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 give have sixty (60) days next following its consent 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 assignment Disposition, nor does the rejection of this Lease any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to any sublease, Lessee shall in consideration therefor, pay submit other offers hereunder to Lessor. In the event Lessor accepts such offer of first refusal, as Additional Rentthe 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, fifty Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (502%) percent of the Assignment Profits price sought from Lessor or any change in the Sublease Profitsterms 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 case 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: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 and if at any time during the Lease Term the persons owning a majority of its "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 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 not unreasonably withhold its consent thereto taking into account the financial status of such transferee and its ability to perform all of the terms, covenants and conditions of this Lease, subject to the terms and provisions of this Section 8. 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 Subsection 8(H), 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. (a) Without the prior written consent of Lessor, which consent may be withheld in Lessor's sole discretion, Lessee may shall not mortgage, pledge, hypothecate, assign, transfer or sublet this Lease or the Premises in any manner except as specifically provided for in this Section 7: (A) Lessee may assign this Lease or sublet sublease the whole or any portion of the Premises (including, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises)Leased Property or, subject to Lessor's prior written consentSections 7(e) and 19(c), which consent shall not be unreasonably withheld any part thereof (whether by operation of law or delayed. All assignments of this Lease otherwise) or grant any sublease concession or license within the Leased Property, and any attempt to do any of the whole or any portion of the Demised Premises (regardless of whether foregoing without Lessor's consent is required) shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lesseevoid. (iib) The assignee shall assume Notwithstanding any consent by written instrument all of the obligations of Lessor under this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain liable for the observance of all of the covenants and provisions of this Lease, including, but not limited toSection 16, the payment of Term Basic Rent undersigned Lessee will remain jointly 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 if at all and severally liable (along with each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such approved assignee or subtenant, from who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this instrument directly against the undersigned Lessee and/or any assignee or sublessee without proceeding in any way against any other entity. -13- 14 (c) Any consent by Lessor to a particular assignment, sublease or other event specified in Section 16(a) hereof shall not constitute Lessor's consent to any other or subsequent assignment, sublease, or other event specified in Section 16(a) hereof. (d) Lessor shall have the right to transfer and assign, in whole or in part, by operation of law, or otherwise, its rights and obligations hereunder without any liability to Lessee and Lessee shall attorn to any party to which Lessor transfers the Leased Property; provided, however, that upon any such assignment, the assignee shall assume all obligations of Lessor hereunder with respect to such rights assigned, such assignment shall be permitted by applicable law and such assignment shall not in any way impair the obligations herein during Lessee's right or ability to lease and for operate the entire Term of Leased Properties or to otherwise utilize the Leased Properties in the manner permitted by this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. Lessee may not mortgageA. In General. Tenant shall not, pledgewithout the prior consent of Landlord in ---------- each case, hypothecate(i) make or allow any assignment or transfer, assignby operation of law or otherwise, transfer or sublet this Lease or the Premises in of any manner except as specifically provided for part of Tenant's interest in this Section 7: Lease, (Aii) Lessee may assign grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant's interest in this Lease or Lease, (iii) sublet the whole or any portion part of the Premises Premises, or (including, but not limited toiv) permit anyone other than Tenant and its employees to occupy any part of the Premises. For purposes of this Article, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis deemed to include a change of the following terms and conditions: twenty-five (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (5025%) percent of the Assignment Profits shares of Tenant, resulting from any transfer, sale or assignment of shares of stock of Tenant occurring by operation of Law or otherwise if Tenant is a corporation whose shares of stock are not traded publicly, or a transfer or series of transfers of all or substantially all of Tenant's assets. Notwithstanding the Sublease Profitsforegoing, as transfers of stock in a corporation whose shares are traded in the case may be:"over-the-counter" market or any recognized national securities exchange shall not constitute an assignment for purposes of this lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Article. Tenant shall remain primarily liable for all of its obligations under this Lease, notwithstanding any assignment or transfer. 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 attorneys' fees in the amount of $l,000.00 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 Landlord's prior written consent shall be void.

ASSIGNMENT AND SUBLEASE. (a) LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, CHARTER, SUBLEASE (WITH OR WITHOUT CREW, CONVEY, PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER ITS OR LESSOR'S INTEREST IN AND TO THE LEASE OR THE AIRCRAFT, AND ANY SUCH SALE, TRANSFER, ASSIGNMENT, CHARTER, SUBLEASE, CONVEYANCE, PLEDGE, MORTGAGE OR ENCUMBRANCE, WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR SHALL BE NULL AND VOID. IN ADDITION, LESSEE SHALL NOT ENTER INTO ANY INTERCHANGE AGREEMENT AFFECTING THE AIRCRAFT OR RELINQUISH POSSESSION OF THE AIRFRAME OR ANY ENGINE OR INSTALL ANY ENGINE OR PART, OR PERMIT ANY ENGINE OR PART TO BE INSTALLED, ON ANY AIRFRAME OTHER THAN THE AIRFRAME LEASED HEREUNDER EXCEPT AS EXPRESSLY SET FORTH HEREIN. In addition, the foregoing shall not be deemed to prohibit the delivery of possession of the Aircraft, any Engine or Part to another Person for testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, alteration or modification. No acceptance, assignment, subletting, relinquishment or installation shall in any event relieve Lessee of primary, absolute and unconditional liability for its duties and obligations under this Lease. (b) In order to secure the indebtedness evidenced by the Secured Note and certain other obligations as provided in the Loan Agreement (the "Indebtedness"), the Loan Agreement provides, among other things, for the assignment by Lessor to Secured Party of Lessor's right, title and interest in, to and under this Lease and each of the other Lease Documents to the extent set forth in the Loan Agreement (but none of Lessor's obligations hereunder or thereunder), and for the creation of a security interest in the Aircraft in favor of Secured Party. Lessee hereby consents to such assignment and to the creation of such security interest pursuant to the terms and provisions of the Loan Agreement and to any assignment or other transfer which may occur pursuant to the exercise of any remedy set forth in the Loan Agreement. Lessee (i) acknowledges that, to the extent provided in the Loan Agreement, such assignment and security interest provides Secured Party with the exclusive right (but without any obligation) to exercise all rights of Lessor hereunder or under any of the other Lease Documents to modify, terminate or cancel any of the Lease Document or to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other discretionary action hereunder or with respect to any other Lease Documents; (ii) acknowledges receipt of an executed counterpart of the Loan Agreement as in effect on the date hereof (and agrees that it will not mortgagetake any action under, pledgeor enter into any agreement relating to this Lease, hypothecatethat conflict with the Loan Agreement or this Section 12); (iii) acknowledges that any such assignment does not, assignand will not, transfer materially change its duties or sublet materially increase its burdens or risks hereunder and that any such assignment shall be permitted even if the assignment would be or is deemed to materially affect Lessee's interests hereunder; (iv) acknowledges that, notwithstanding the provisions of Section 4 or any implied warranty of quiet use, possession or enjoyment under any applicable law, the rights, title and interests of Lessee (and any party claiming through Lessee) in and to the Aircraft, and hereunder (including with respect to all amounts that are otherwise payable to Lessee hereunder), are subject and subordinate in all respects to Secured Party's rights, title and interests in the Aircraft, including, all of Secured Party's rights and remedies under the Loan Agreement and the other Loan Documents, and, as collaterally assigned by Lessor, hereunder; and (v) agrees that, to the extent provided in the Loan Agreement, Secured Party shall have all the rights of the Lessor hereunder and under the other Lease Documents and, in exercising any right or performing any obligation of Lessor hereunder or thereunder, shall be subject to the terms hereof. (b) Without limiting any term of this Lease or the Premises in Loan Agreement, upon the occurrence of any manner except as specifically provided for in this Section 7: Loan Event of Default (A) Lessee may assign this Lease whether or sublet the whole or any portion of the Premises (including, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premisesarising hereunder), subject Secured Party shall have the right at its sole election to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from exercise any and all of the obligations herein during following remedies (i) Secured Party may exercise all of its rights, powers and remedies under the Loan Agreement, including, without limitation, its right to repossess or demand return of the Aircraft, notwithstanding any rights or interests Lessor, Lessee or any other such party may have; (ii) pursuant to Section 3(d), Secured Party may notify Lessee to make all payments of Lessor's Retained Rent payable to Lessor hereunder directly to Secured Party, and in such event Lessor agrees not to collect any such payments thereafter; (iii) Secured Party may enforce, modify or terminate this Lease and any sublease; and (iv) Secured Party may exercise remedies against or with respect to the Collateral; and (v) Secured Party may exercise any other remedy available to it pursuant to applicable law. All rights granted hereunder shall be cumulative and not alternative, shall be in addition to and shall in no manner impair or affect Secured Party's rights under the Loan Documents, or any other agreement, statute or rule of law. Each of Lessor and Lessee agrees to cooperate with Secured Party's exercise of any such rights, powers and remedies, including the return of the Aircraft to Secured Party upon demand. Lessee and Lessor shall be jointly and severally liable for the entire Term of any costs, charges or expenses incurred by Secured Party in enforcing or protecting its rights under this Lease. (vc) Subject to the Loan Agreement, Lessor may not otherwise mortgage, grant a security interest in or otherwise transfer, sell or assign all or any part of its interest in this Lease, any of the other Lease Documents or the Aircraft or any Rent or other sums due or to become due hereunder or thereunder. Secured Party (whether as collateral assignee or otherwise) may at any time, with or without notice to Lessee, mortgage, grant a security interest in or otherwise transfer, sell or assign all or any part of its interest in this Lease, any of the other Lease Documents (including any Rent or other sums due or to become due hereunder or thereunder) or the Aircraft, and Lessee shall reimburse Lessor perform all of its obligations under this Lease for its reasonable out-of-pocket expensesthe benefit of such assignee, incurred for reviewing and processing each request for consent to any sublet Secured Party, creditor, mortgagee, transferee or assignment Person (includinghereinafter an "Assignee"). Lessee further agrees, but not limited if so directed in writing, to, among other things, pay all sums due or to become due hereunder directly to the Assignee or any other party designated in writing by Secured Party or any such Assignee. Upon the request of Secured Party or any Assignee, Lessee also agrees (i) to promptly execute and deliver to Secured Party or to such Assignee an acknowledgment of assignment in form and substance satisfactory to the requesting party which, among other things, reaffirms the basic terms and conditions of this Lease and (ii) to comply with the reasonable attorney's fees)demands of any such Assignee in order to perfect any such assignment or transfer. (vid) This Lease, including all agreements, covenants, representations and warranties, shall be binding upon and inure to the benefit of, and may be enforced by (i) Lessor and its successors, and Secured Party, and Secured Party's successors, assigns, agents and servants and (ii) Lessee shall have no claimand its successors and, and hereby waives to the right to any claim, against Lessor money damages extent expressly permitted 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:assigns.

ASSIGNMENT AND SUBLEASE. Lessee may not mortgage15.01. Tenant may, pledgewithout prior consent of the Landlord, hypothecateassign or transfer its interest in this Lease by operation of law or otherwise, assign, to any of its affiliated entities of which M▇▇▇ ▇▇▇▇▇▇▇ is the Chief Executive Officer (any such entity to which an assignment or transfer is made being sometimes hereinafter referred to as a “transferee”). In case of any permitted transfer or assignment, as above provided, prompt written notice thereof shall be given to Landlord, and such transferee shall expressly assume Tenant’s obligations under this Lease. 15.02. Tenant shall not sublet the Premises or any part thereof (except for Tenant’s normal business practice of subleasing or licensing parking spaces on a month-to-month basis in connection with operating a public parking facility using forms which have been previously approved by Landlord), nor, except as is otherwise permitted pursuant to Section 15.01 hereof, assign this Lease nor permit by operation of law any transfer of its interest in this Lease or of its interest in the Premises acquired under this Lease, without the written consent of Landlord first had and obtained, which consent Landlord may withhold arbitrarily and in its sole and absolute discretion and any manner except as specifically provided for such attempted subletting, assignment or transfer of the interest of Tenant in this Section 7: (A) Lessee may assign this Lease or sublet the whole or any portion of in the Premises (includingacquired under this Lease, but not limited towithout the prior written consent of Landlord, an assignment shall be null and void and of no effect. If at any time during the term of this Lease made in connection with a spin-off any part or all of the Provid Research division corporate shares of LesseeTenant, provided that Lessee remains primarily liable Tenant’s parent or any other transferee corporation permitted under this Lease and Section 15.01 shall be transferred voluntarily or by operation of law or by other disposition so as to result in a change in the Provid Research division's operations continue at the Demised Premises)present control of said corporation other than as permitted in Section 15.01, subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of Landlord may terminate this Lease or any sublease extension or renewal hereof at any time after such change in control by giving Tenant forty-five (45) days prior written notice of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) such termination. 15.03. L▇▇▇▇▇▇▇’s interest in this Lease shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Leasefreely assignable, and a copy of upon any such assumption agreement or sublease, as applicable, assignment Landlord shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt relieved of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of thereafter arising under this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet 15.04. No assignment or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives other transfer of all or part of Tenant’s interest in this Lease or sublease of all or part of the right to any claim, against Lessor money damages by reason of any refusal, withholding or delaying by Lessor of any consent, and in such event, Lessee's only remedies therefor Premises shall be an action for specific performance, injunction deemed to waive or declaratory judgment to enforce modify any such requirement. (B) If Lessor shall give its consent to any assignment of the terms or conditions of this Lease including, without limitation, Tenant’s liability for the Premises. 15.05. Upon any termination of this Lease by Tenant or Landlord on or prior to its scheduled expiration date (whether pursuant to Article XIV or pursuant to any subleaseother provision of this Lease), Lessee Tenant shall, upon Landlord’s request, which request shall be made during any applicable notice period, assign Tenant’s interest in consideration therefor, pay to Lessor, any or all parking agreements with monthly parkers as Additional Rent, fifty (50%) percent Landlord shall designate as the new tenant of the Assignment Profits or Premises. Notwithstanding anything contained herein to the Sublease Profitscontrary, as the case may be:T▇▇▇▇▇’s early termination of this Lease shall not be effective until Tenant executes such assignments, if Landlord so requests and such request is made during any applicable notice period. Landlord’s early termination of this Lease shall not be effective, at Landlord’s option, until Tenant executes such assignments, if Landlord so requests and such request is made during any applicable notice period.

ASSIGNMENT AND SUBLEASE. Lessee (a) Neither party may transfer an interest in this Agreement or the Doyon Property or any interest that is acquired hereunder or is subject hereto without first obtaining the express written consent of the non-transferring party; provided, however, that either party may, subject to the remaining terms and conditions of this Section 16, transfer all of its interest to an Affiliate. The consent of the non-transferring party shall not be unreasonably withheld if the proposed Transferee has the financial capability and mining exploration experience in Alaska which justifies a reasonable expectation that such Transferee will be able to fulfill the obligations of the other party under this Agreement and the Mining Lease if the Option is exercised as to any Designated Area. The transferring party shall obtain and provide to the non-transferring party the proposed transferee's written agreement to assume and perform all obligations of the transferring party under this Agreement, including but not limited to the transfer restrictions in this Section 16. Any attempted transfer of an interest by any party in violation of the terms and provisions of this Section 16 shall be void ab initio and of no force and effect. North Star shall not mortgage, pledge, hypothecate, assign, transfer or sublet this Lease or the Premises in any manner except as specifically provided for otherwise encumber its interest in this Section 7: (A) Lessee may assign this Lease Agreement or sublet in the whole Doyon Property or any portion of interest that is acquired hereunder ▇▇ ▇s subject hereto without specific reference to the Premises (includingfact that such mortgage, but not limited topledge, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lesseesecurity interest, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) other instrument shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain liable for the observance of all of the covenants terms and provisions of this LeaseAgreement including specifically without limitation, including, but not limited toDoyon's Royalty and Working Interest election rights under Section 13.2 and the contracting and hiring preferences set forth in Section 7. Doyon shall have the right to require North Star to discl▇▇▇ ▇o Doyon all terms and conditions of any proposed transfer o▇ ▇▇▇ignment by North Star. The transferring party shall remain jointly and severally liable with the transferee for all obligations and liabilities accrued or incurred under the terms of this Agreement prior to the effective date of the relevant transfer. As used in this Section 16, the payment term "transfer" shall be broadly construed to mean the alienation of Term Basic Rent any interest whether by sale, exchange, gift, bequest or any other means, including the sale of stock, membership interest, partnership interest or other change in control in the entity holding any such interest, except that the term "transfer" shall not include Sale or Distribution to the Public. Any consent granted by and Additional Rent reserved hereinrights accruing to Doyon pursuant to this Section shall not affect the other ▇▇▇▇gations of North Star under this Agreement. Notwithstanding anything previously stated in this Section 16(a) to the contrary, (i) North Star recognizes Doyon's legitimate concern that if North Star should transfer an interest in this Agreement or the Doyon Property and as part of that transaction reserve or ▇▇▇▇te a Reserved Interest the effect of that Reserved Interest may lessen the probability that the transferred, assigned or sublet interest would be developed into a mine and when required for that reason and other good and valuable reasons North Star agrees that it shall be prohibited from transferring an interest in this Agreement or the Doyon Property in a manner which shall reserve to or create ▇▇ it or an Affiliate a Reserved Interest and (ii) accordingly, if the terms or conditions of any proposed transfer, assignment or sublease by North Star provide for the reservation to North Star or an Affiliate of North Star or the granting to North Star, an Affiliate of North Star or to any other party of a Reserved Interest, the parties agree that any withholding by Doyon of its consent to such proposed transfer, assignmen▇ ▇▇ sublease shall be deemed conclusively to be paid, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at allreasonable. (ivb) The acceptance by Lessor In the event that North Star intends to enter into any transaction with a non-Affiliate that will result in a transfer, assignment or sublease of any Basic Rent and/or Additional Rent from the assignee all or from any part of the subtenants North Star's rights in a Block for stock or the failure equity interest or cash, it shall give Doyon reaso▇▇▇▇▇ advance notice of Lessor insist upon a strict performance of any of the terms, conditions same and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claimgrant, and does hereby waives grant, Doyon the right to any claim, against Lessor 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. receive ten percent (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (5010%) percent of such stock, ▇▇uity interest or cash pursuant to the terms of the Assignment Profits or the Sublease Profits, as the case may be:Amended and Restated Equity Participation Agreement (Exhibit E hereto).

ASSIGNMENT AND SUBLEASE. Lessee may The Tenant shall not mortgage, pledge, hypothecate, assign, transfer or sublet this Lease or the Premises in any manner except as specifically provided for in this Section 7: (A) Lessee may assign this Lease or sublet the whole or any portion part of the Leased Premises unless (1) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with, and the acceptance of which would not breach any provision of this Lease if this Article is complied with and which the Tenant has determined to accept subject to this Article being complied with, and (2) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for such consent shall be in writing and accompanied by a true copy of such offer and the Tenant shall furnish to the Landlord all information reasonably requested by the Landlord as to the responsibility, reputation, financial standing and business of the proposed assignee or subtenant, and shall pay the costs the Landlord reasonably incurs on the request. Within ten (10) days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder (and if no such information has been requested, within fifteen (15) days after receipt of such request for consent) the Landlord shall have the right upon written notice to the Tenant, if the request is to assign this Lease or sublet the whole of the Premises, to cancel and terminate this lease or if the request is to sublet a part of the Premises (includingonly, but not limited to, an assignment of to cancel and terminate this Lease made with respect to such part, in connection with each case as of a spin-off termination date to be stipulated in the notice of termination which shall be not less than sixty (60) days or more than ninety (90) days following the giving of such notice and in such event the Tenant shall surrender the whole or part as the case may be of the Provid Research division Premises in accordance with such notice and rent shall be apportioned and paid to the date of Lesseesurrender and, provided that Lessee remains primarily liable if a part only of the Leased Premises is surrendered, rent payable under this Lease and Clause 2 shall thereafter ▇▇▇▇▇ proportionately. If the Provid Research divisionLandlord shall not exercise the foregoing right of termination, then the Landlord's operations continue at consent to the Demised Premises), subject Tenant's request for consent to Lessor's prior written consent, which consent assign or sublet shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of if such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted given the Tenant shall assign or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profitssublet, as the case may be:, only upon the Terms set out in the offer submitted to the Landlord as aforesaid and not otherwise.

ASSIGNMENT AND SUBLEASE. Lessee may not mortgage, pledge, hypothecate, assign, transfer assign or sublet this sublease the within Lease or to any party subject to the Premises in any manner except as specifically provided for in this Section 7following: (A) In the event that the Lessee desires to sublease, or assign the Premises to any other party, the terms and conditions of such sublease or assignment 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 recapture the within Lease so that such prospective sublessee or assignee shall then become the sole Lessee of Lessor hereunder, or alternately 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 recapture the Lease or space as hereinabove provided, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises (including, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be withheld, on the basis of the following terms and conditions: (i1) The Lessee shall provide to the Lessor the name and address of the assignee or sub-lesseesublease. (ii2) The assignee or sublessee shall assume assume, by written instrument all of the obligations of this Lease or any subtenant shall take subject to instrument, all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to the Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied within ten (with reasons for such denial), within twenty (2010) days after receipt of Lessee's request thereforits execution. (iii3) The Lessee and each assignee shall be and remain 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 and Additional Rent rent reserved herein, as and when required to be paid, through the entire Term term of this Lease, as the same may be renewed, extended or otherwise modified if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at alllease. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. Lessee may not mortgageThe Lessor shall be permitted to assign any of its right, pledgetitle or interest in, hypothecate, assign, transfer to or sublet under this Lease or Agreement without the Premises in any manner except as specifically provided for in this Section 7: (A) Lessee may assign this Lease or sublet the whole or any portion consent of the Premises Lessee if the assignee is (including, but not limited to, an assignment a) a lender or group of this Lease made in connection with lenders providing financing to the Lessor or (b) a spin-off purchaser of the Provid Research division Facility. All other assignments of Lesseeany right, provided that Lessee remains primarily liable title or interest in, to or under this Lease and Agreement shall be made only with the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consentconsent of the Lessee, which consent shall not be unreasonably withheld or delayedwithheld. All assignments of this Lease Except as provided below, the Lessee may not sublease the Facility or any sublease part thereof or assign any of its rights or interest hereunder without the written consent of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall not be granted unreasonably withheld; provided, however, that any such sublease or denied assignment by the Lessee (with reasons for such denial), within twenty (20a) days after receipt of Lessee's request therefor. (iii) The shall not release the Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of its obligations or liabilities of any nature whatsoever arising under this Agreement and the subtenants Lender Consent and Agreement; (b) shall be expressly subject to and subordinate to this Agreement; (c) shall be accompanied by an unconditional guarantee of the Lessee's obligations under the Lease issued by a party having financial strength satisfactory to the Lessor; and (d) shall not be permitted if a Default or Event of Default has occurred and is continuing. Notwithstanding the foregoing, the Lessee shall be permitted to assign this Agreement without the consent of the Lessor only in the event the Lessee is being merged into, consolidated with or otherwise combined with other corporations a majority of whose voting capital stock is owned by the shareholders of the Lessee on the Effective Date, so long as following such merger, consolidation or combination, the majority of voting capital stock of the surviving entity is owned by the shareholders of the Lessee on the Effective Date. These provisions shall be binding on any subsequent assignee or sublessee of the Lessee's or the failure of Lessor insist upon a strict performance of any Lessor's rights or interest hereunder. The rights and obligations of the termsLessor and the Lessee hereunder shall inure to the benefit of, conditions and covenants herein shall not release Lessee hereinbe binding upon, nor any such assignee or subtenant, from any the permitted successors and all permitted assigns of the obligations herein during Lessor and for the entire Term of this LeaseLessee, respectively. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. Lessee This Agreement and any SLA may not mortgagebe sold, pledgeassigned or transferred, hypothecate, assign, transfer or sublet this Lease or the Premises in any manner except as specifically provided for in this Section 7: (A) Lessee may assign this Lease or sublet the whole or any portion of the Premises (includingin part, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to Lessor's by Licensee without prior written consentapproval or consent of Licensor, which consent shall not be unreasonably withheld withheld, conditioned or delayed. All assignments Notwithstanding the foregoing, Licensee may, upon sixty (60) days written notice to Licensor, assign its entire interest in this Agreement to its parent company, or to any wholly owned subsidiary, or to an affiliate, or to any successor-in-interest acquiring fifty-one percent (51%) or more of Licensee's stock or assets. It is understood that any such assignment shall not relieve Licensee of its obligations for performance of this Lease Agreement. Licensee represents and warrants that Licensee is authorized to operate its system under its agreements and FCC rules, regulations and policies applicable to the Equipment installed at a Facility pursuant to this Agreement. This Agreement, the SLA, and the use of Facilities under any SLA may not be otherwise sold, assigned, shared or any sublease of the transferred, in whole or in part, without the written consent of Licensor, for any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consentpurpose, which consent shall not be granted unreasonably withheld. Licensee shall not sublease or denied license its interest in this Agreement or any SLA, either directly or through subsidiaries and affiliated entities. Licensee specifically covenants to not, at any Facility, install any combiner or other multiple frequency antenna device or more than one (with reasons 1) transmission line to any antenna without Licensor's prior written consent to each and every one. Notwithstanding any contrary provision, Licensee may, upon written notice to Licensor, mortgage or grant a security interest in Licensee's interest and rights under this Agreement, any SLA and the Equipment and may assign this Agreement, any SLA and the Equipment to any such mortgagees or holders of security interests, including their successors or assigns (hereinafter collectively referred to as "Licensee Mortgagee"); provided that such Licensee Mortgagee agrees to be bound by the terms and conditions of this Agreement and any SLA so assigned. In such event, Licensor shall execute such consent to financing as may be reasonably required by any Licensee Mortgagee. Licensor agrees to give such Licensee Mortgagee the same right to cure any default as Licensee, except that such cure period for such denial), within twenty Licensee Mortgagee shall not be less than ten (2010) days after receipt of Lessee's request thereforthe default notice from Licensor. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. Lessee may not mortgage, pledge, hypothecate, assign, transfer assign or sublet this sublease the within Lease or to any party subject to the Premises in any manner except as specifically provided for in this Section 7:following. (A) In the event that the Lessee desires to sublease all or a part of the Premises, or to assign the Premises to any other party, the terms and provisions of such sublease or assignment shall be communicated to the Lessor in writing and within thirty (30 ) days of the Lessee's notice of its intention to sublease or assign as aforesaid, the Lessor shall have the option, exercisable in writing to the Lessee to recapture the within Lease, if an assignment shall have been proposed, or, to recapture that portion to be sublet if a sublease shall have been proposed, and in such event, the within Lessee shall, if an assignment, be fully released from any and all of its obligations hereunder, or, if a sublease, released with respect to said space proposed to be sublet. (B) In the event that the Lessor elects not to recapture the Lease as hereinabove provided or the space proposed to be sublet, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises (including, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be withheld, on the basis of the following terms and conditions: (i1) The Lessee shall provide to the Lessor the name and address of the assignee or sub-lesseesublessee. (ii2) The assignee or sublessee shall assume assume, by written instrument all of the obligations of this Lease or any subtenant shall take subject to instrument, all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to the Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied within ten (with reasons for such denial), within twenty (2010) days after receipt of Lessee's request thereforits execution. (iii3) The Lessee and each assignee shall be and remain 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 and Additional Rent rent reserved herein, as and when required to be paid, through the entire Term term of this Lease, as the same may be renewed, extended or otherwise modified modified. Notwithstanding anything contained herein to the contrary, no such modification, extension or renewal will occur without Lessee's consent which will expand Lessee's obligations hereunder, and if at all and each subtenant shall take subject to all any of the covenants and provisions of this Leaseaforesaid occur without Lessee's consent, as the same Lessee's liability hereunder shall be renewedlimited to that existing prior to said modification, extended extension or otherwise modified if at allrenewal. (iv4) The Lessee and any assignee shall promptly pay to Lessor one-half (1/2) of any consideration received for any assignment or one-half (1/2) of the rent, both exclusive of any reasonable expenses or brokerage incurred in connection with the sublease or assignment, 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. (5) In any event, the acceptance by the Lessor of any Basic Rent and/or Additional Rent 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 such assignee or subtenantassuming this Lease, from any and all of the obligations herein during and for the entire Term term of this Lease. (v6) Lessee Lessor shall reimburse Lessor for require a One Hundred and 00/100 ($100.00) Dollar payment to cover its reasonable out-of-pocket expenses, incurred for reviewing and processing each request handling charges for consent to any sublet or assignment prior to its consideration of the same. Lessor shall respond to each request within ten (including10) days from receipt of the same, but not limited to, reasonable attorneyprovided the request is accompanied by full and complete financial and biographical information. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor's fees). (vi) failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no claim, and hereby waives other claim or cause of action against Lessor as a result of Lessor's actions in refusing to consent to a proposed subtenant or assignee (i) whose business is not compatible to the right type of occupancy of the Building; (ii) violates any exclusive granted to any claimother tenant in the Building; (iii) if such business will create increased use of the common facilities of the Building and Office Building Area; (iv) if such business is: an employment agency or executive search agency, against Lessor money damages by reason a state, federal or local government agency or bureau; with doctors and other professionals under the jurisdiction of any refusalthe New Jersey Board of Medical Examiners, withholding dentists, psychologists, 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 requirementmarriage counselors. (C) Any sublet or assignment to an affiliated company shall not be subject to the provisions of subsections (A) or (B) If Lessor (4) hereof and shall give its not require Lessor's prior written consent to any assignment all other provisions of this Lease or to any sublease, Lessee Paragraph shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:apply.

ASSIGNMENT AND SUBLEASE. Lessee may (a) Tenant shall not mortgage, pledge, hypothecate, assign, transfer or sublet this Lease or the Premises in any manner except as specifically provided for in this Section 7: (A) Lessee may assign this Lease or sublet sublease the whole Leased Premises, or any portion part thereof, or mortgage, pledge or hypothecate its leasehold interest or any part thereof, whether by operation of law or otherwise, without the prior written consent of the Premises (includingLandlord, but such consent not limited toto be unreasonably withheld. In addition, an any assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), or subletting shall be subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and conditions: (i1) The Lessee Tenant shall, at the time of any proposed assignment or subletting, be in compliance in all material respects with all terms, covenants, and conditions of this Lease Agreement, and (2) In the event of either an assignment or subletting, Tenant shall provide to Lessor until the name and address end of the assignee Lease Term remain primarily obligated to Landlord to perform and comply with all the covenants and agreements hereof, such obligation of Tenant to be primary and not secondary, such that Landlord shall have the right to enforce the provisions of this Lease Agreement directly against Tenant and/or any other person, it being specifically understood by Tenant that in no event shall Landlord's consent to an assignment or sub-lesseesubletting release Tenant from any of its obligations under the herein Lease Agreement, and (3) In the event of any termination of this Lease Agreement, whether by expiration, forfeiture, cancellation, surrender or any other termination, all subleases shall, at the option of Landlord, terminate and any dispossession of Tenant shall, at the option of Landlord, automatically dispossess all subtenants. Landlord shall not be bound by any agreement, term, covenant, or condition contained in any sublease, irrespective of whether Landlord has notice thereof, and (4) If any part of the Leased Premises is sublet, or is occupied by other than the Tenant, Landlord may, at its option, after default by Tenant, collect rent from any subtenant or occupant, and apply the net amount collected to the rent reserved herein, but such collection shall not be a waiver of any agreement, term, covenant, or condition of this Lease Agreement, or a release by Landlord of Tenant, or the acceptance by the Landlord of any subtenant or occupant as Tenant. (iib) The assignee In the event that the Landlord does approve an assignment by the Tenant, then the Tenant shall assume remit to the Landlord any sum of money or other consideration which the Tenant actually receives for the assignment. In the event that the Landlord does approve a subletting by written instrument the Tenant, then the Tenant shall remit to the Landlord any sum of money or other consideration which the Tenant actually receives in excess of the rent/square foot being paid by the Tenant to the Landlord. (c) Notwithstanding anything to the contrary contained elsewhere in this Lease Agreement, Tenant shall not require Landlord's consent (and Landlord hereby permits Tenant) to at any time during the term of this Lease Agreement assign or sublet some or all of the obligations Leased Premises to Lamaze Publishing Company, Inc. and/or The Newborn Channel, L.P., in which event Landlord shall not be entitled to any amounts under paragraph (b) of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request thereforSection 17. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. (a) Lessee may not mortgageassign its interest under this Agreement, pledgenor may Lessee sub-let the Leased Premises, hypothecatewithout the prior written consent of the City, assignwhich may be withheld in the City’s sole and absolute discretion. A change of stock ownership, membership interest, partnership interest or control of Lessee or transfer upon partnership or sublet corporate dissolution of Lessee shall constitute an assignment hereunder. Any assignment or sublease that is entered into by Lessee shall be subject to the provisions of this Lease or Agreement and shall be binding upon the Premises in any manner except as specifically provided successors, assigns, heirs and legal representatives of the respective parties hereto, and ▇▇▇▇▇▇ shall remain fully responsible for in the performance of all duties and obligations of it under this Section 7:Agreement. (Ab) Lessee may assign By this Lease or sublet Agreement, the whole or any portion of City approves the Premises (including, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable ▇▇▇▇▇▇’s interest under this Lease Agreement and approves the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of Leased Premises to Brewery contingent upon Brewery’s agreement and consent to be bound by all the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and terms, conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Lease, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain liable for the observance of all of the covenants and provisions of this Lease, Agreement to the same extent as Lessee (including, but not limited towithout limitation, 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this LeaseAgreement concerning indemnification and the securing and proof of insurance coverage by Lessee) such agreement and consent to be effectuated by ▇▇▇▇▇▇▇’s execution of this Agreement. ▇▇▇▇▇▇’s assignment of interest and sublease to Brewery shall not operate as an assignment of ▇▇▇▇▇▇’s duties and obligations to the City under this Agreement to Brewery. Lessee shall remain fully responsible for the performance of all duties and obligations of it under this Agreement, and ▇▇▇▇▇▇ and Brewery agree that any breach of this Agreement by Brewery may be enforced against either or both Lessee or Brewery. Lessee assumes responsibility and liability under this Agreement for the conduct, actions, and failures to act of Brewery as the same its sublessee. Any sublease between Lessee and Brewery shall be renewedin writing, extended or otherwise modified if at all. (iv) The acceptance by Lessor and Lessee shall furnish a copy of any Basic Rent and/or Additional Rent from such sublease to the assignee or from any City within five (5) days of the subtenants execution thereof. If any amendments or the failure of Lessor insist upon modifications are made to such sublease, such amendments or modifications shall be in writing, and Lessee shall furnish a strict performance of any copy of the termssublease, conditions and covenants herein shall not release Lessee hereinwith amendments and/or modifications, nor any such assignee or subtenant, from any and all to the City within five (5) days of the obligations herein during and for the entire Term of this Leaseexecution thereof. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, CONVEY, PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER ITS OR LESSOR'S INTEREST IN AND TO THE LEASE OR THE AIRCRAFT, AND ANY SUCH SALE, TRANSFER, ASSIGNMENT, CONVEYANCE, PLEDGE, MORTGAGE OR ENCUMBRANCE, WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR SHALL BE NULL AND VOID. IN ADDITION, LESSEE SHALL NOT ENTER INTO ANY INTERCHANGE AGREEMENT AFFECTING THE AIRCRAFT OR RELINQUISH POSSESSION OF THE AIRFRAME OR ANY ENGINE OR INSTALL ANY ENGINE OR PART, OR PERMIT ANY ENGINE OR PART TO BE INSTALLED, ON ANY AIRFRAME OTHER THAN THE AIRFRAME LEASED HEREUNDER EXCEPT AS EXPRESSLY SET FORTH HEREIN. In addition, the foregoing shall be not be deemed to prohibit the delivery of possession of the Aircraft, any Engine or Part to another Person for testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, alteration or modification. No acceptance, assignment, subletting, relinquishment or installation shall in any event relieve Lessee of primary, absolute and unconditional liability for its duties and obligations under this Lease. Notwithstanding the foregoing, Lessor hereby acknowledges that the Lessee has or will enter into a management agreement with American Air Network, Inc. ("CHARTER Operator") whereby Charter Operator will charter the aircraft to third parties. Except as expressly set forth in the preceding sentence, without the prior written consent of Lessor, Lessee shall not operate or permit the Aircraft to be operated under Part 135 of the Federal Aviation Regulations. Lessor, may not at any time, with or without notice to Lessee, mortgage, pledgegrant a security interest in or otherwise transfer, hypothecate, assign, transfer sell or sublet assign all or any part of its interest in this Lease or the Premises in any manner except as specifically provided for in this Section 7: (A) Lessee may assign this Lease or sublet the whole Aircraft or any portion Rent or other sums due or to become due hereunder and Lessee shall perform all of the Premises (including, but not limited to, an assignment of this Lease made in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable its obligations under this Lease and for the Provid Research division's operations continue at benefit of such creditor, secured party, transferee or assignee (hereinafter an "ASSIGNEE") except that the Demised Premises), interest of any such Assignee shall be subject to LessorLessee's prior written consentrights of use and possession, which consent shall not be unreasonably withheld renewal rights, and purchase options, if any, hereunder, so long as no Default or delayedEvent of Default has occurred and is continuing hereunder. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this This Lease, including all agreements, covenants, representations and a copy of such assumption agreement or sublease, as applicablewarranties, shall be furnished binding upon and inure to the benefit of, and may be enforced by (a) Lessor together with Lessee's written request for Lessor's consentand its successors, which consent shall be granted or denied assigns, Assignees, agents and servants and (with reasons for such denial), within twenty (20b) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain liable for its successors and, to the observance of all of 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance extent expressly permitted by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:assigns.

ASSIGNMENT AND SUBLEASE. Lessee may (a) Subtenant shall not assign, mortgage, pledgepledge or otherwise encumber this Sublease, hypothecate, assign, transfer or sublet this Lease the Subleased Premises or any part thereof, without in each instance obtaining the Premises in any manner except as specifically provided for in this Section 7:prior written consent of Prime Landlord and Sublandlord, which consent Sublandlord shall not unreasonably withhold, condition, or delay, subject to the terms and conditions of the Prime Lease. (Ab) Lessee Notwithstanding anything contained herein to the contrary, Subtenant, without Sublandlord consent (provided that Subtenant is not in Default (inclusive of any notice and applicable cure periods)) may assign this Lease Sublease (a “Permitted Transfer”) to (a) any entity controlling, controlled by or sublet under common control with Subtenant, (b) the whole successor entity in the event of a merger, reorganization, recapitalization or consolidation involving Subtenant, or (c) the purchaser of all or substantially all of Subtenant’s assets (any, a “Permitted Transferee”); provided, however, (x) Subtenant shall notify Sublandlord of such Permitted Transfer as soon as reasonably and legally possible (including prior to the date of the Permitted Transfer, if legally possible), which notice shall contain a written certificate from Subtenant stating the legal and beneficial relationship of Subtenant and the proposed assignee, transferee, or subtenant, (y) the Permitted Transferee shall assume and agree in a writing to the Permitted Transfer, and (z) in no event shall Subtenant be released from any liabilities and obligations under this Sublease. (c) Notwithstanding anything in Section 15(a) to the contrary, provided no Default exists hereunder, Subtenant may, upon not less than ten (10) days’ prior written notice to Sublandlord, but without Sublandlord’s prior written consent, permit occupancy of portions of the Subleased Premises on a non-demising basis to Desk Space Users (as hereinafter defined) without the payment of any fee to Sublandlord; provided, that (i) each Desk Space User shall use the Subleased Premises in accordance with all of the provisions of this Sublease, and only for the use expressly permitted pursuant to this Sublease, (ii) in no event shall the use of any portion of the Subleased Premises (includingby any such Desk Space User create or be deemed to create any right, but not limited to, an assignment title or interest of this Lease made such Desk Space User in connection with a spin-off of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Subleased Premises or this Sublease, (regardless iii) such occupancy shall terminate automatically upon the termination of whether Lessor's consent is requiredthis Sublease, and (iv) the portion of the Subleased Premises being used by all Desk Space Users in the aggregate shall not at any time exceed ten percent (10%) of the then total Rentable Area of the Subleased Premises. Upon the written request of Sublandlord, Subtenant shall within five (5) business days notify Sublandlord in writing of all Desk Space Users (if any) occupying the Subleased Premises. “Desk Space User” means a bona fide affiliate of Subtenant, or other entity with which Subtenant typically co-locates and with which Subtenant has an ongoing bona fide business relationship. Subtenant acknowledges and agrees that (x) any Desk Space User agreement shall be on the basis of the following terms subject and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject subordinate to all of the obligations terms, covenants, and conditions of this Sublease and the Prime Lease, and a copy of such assumption agreement or sublease(y) notwithstanding any Desk Space User agreement, as applicable, Subtenant shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain fully liable for the observance of all of the covenants and provisions of Subtenant’s obligations under 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claimSublease, and hereby waives the (z) Subtenant’s right granted hereunder is a personal right limited solely to Subtenant and/or any claim, against Lessor 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 assignee pursuant to enforce any such requirementa Permitted Transfer. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. Lessee may (a) Except as otherwise provided herein, without the prior written consent of Seller, City shall not mortgageassign, transfer, pledge or hypothecate or otherwise dispose of this Purchase Agreement, or any interest therein. (b) Subject to the terms of the Trust Agreement, Seller shall be entitled, with or without notice to, or the consent of, City, to sell, pledge, hypothecate, assign, transfer or sublet this Lease or the Premises in any manner except as specifically provided for in this Section 7: (A) Lessee may assign this Lease or sublet the whole and encumber all or any portion part of its right, title and interest in and to the Premises (including2020 Project and Prior Project, but not limited to, an assignment this Purchase Agreement and all payments of this Lease made in connection with a spin-off of the Provid Research division of Lesseeany kind due or which become due to Seller hereunder, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consent, which consent such transfer or assignment shall not impair the Obligations, that the transferee or assignee shall be unreasonably withheld bound by the terms hereof and all related agreements executed by Seller in connection herewith and shall execute such nondisturbance and acceptance instruments as shall reasonably be required to evidence the same as hereinafter provided and, upon City’s receipt of notice of any such assignment or delayed. All assignments transfer of this Lease Seller’s interest, any such assignee(s) or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is requiredtransferee(s) shall thereafter (collectively, if more than one) become and be on the basis of the following terms deemed to be Seller hereunder, and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee or sub-lessee. (ii) The assignee shall assume by written instrument have all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of this Leaserights, powers, privileges and remedies, and a copy of such assumption agreement or sublease, as applicable, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefor. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions agreements, of Seller hereunder for all purposes of this LeasePurchase Agreement except that Seller and City agree and acknowledge that any such assignee(s) or transferee(s) will have made no representation or warranty, and therefore will assume no obligation, with respect to the title, merchantability, condition, quality or fitness of the 2020 Project or the Prior Project for any particular purpose, or for the enforcement of any warranties or service agreement made or assigned by the initial Seller named herein, and that following any Seller’s assignment or transfer of its interest hereunder as herein provided, City shall have no right to ▇▇▇▇▇, reduce, withhold or offset against any payments due any successor Seller, or otherwise hereunder, on account of any claims for misrepresentations or breach of warranty or service agreements or any claims for sums due City from any predecessor(s) in interest of such Seller. No sale, assignment or transfer of all or any part of Seller’s right, title and interest in, to and under this Purchase Agreement and all payments of any kind due or to become due to Seller hereunder shall be effective unless and until City shall have received a duplicate original counterpart of the document by which the sale, assignment or transfer is made, disclosing the name, mailing address and tax identification or social security number of each such purchaser, assignee or transferee (including where applicable, the settlor and beneficiaries of any trust and the principal and nominee of any interest to be held in nominee name); provided, however, that if such assignment or transfer is made to a bank or trust company as trustee, paying or escrow agent for the holders of Obligations, it shall thereafter be sufficient that a copy of the agency or trust agreement shall have been filed with City until City shall have been advised that such agency or trust agreement is no longer in effect. During the term of this Purchase Agreement, City shall maintain a complete and accurate record of all such sales, assignments and transfers in form necessary to comply with Section 149(a) of the United States Internal Revenue Code of 1986, as amended, and the same shall be renewedregulations proposed or existing, extended from time to time promulgated thereunder. Upon City’s receipt of written notice as above-described, of Seller’s sale, assignment or otherwise modified transfer of all or any part of its interest in this Purchase Agreement or the payments hereunder, City agrees to attorn to and recognize any such purchaser(s), assignee(s) or transferee(s) (jointly if at all. (ivmore than one) The acceptance by Lessor as the owner(s) of all right, title and interest in, to and under this Purchase Agreement and the payments thereafter due and payable pursuant to this Purchase Agreement, and as Seller(s) under this Purchase Agreement. Upon the written request of any Basic Rent and/or Additional Rent from the purchaser, assignee or from any transferee of the subtenants or the failure of Lessor insist upon a strict performance of any of the termsSeller’s interest, conditions City agrees to execute and covenants herein shall not release Lessee hereindeliver to such purchaser, nor any such assignee or subtenanttransferee such certificates or other instruments in such forms as may reasonably be required by such purchaser, from any assignee or transferee, and to which City can truthfully attest, including but not limited to a separate acknowledgment of assignment and attornment certificate in the customary form as to such purchaser’s, assignee’s or transferee’s right, title and interest in, to and under this Purchase Agreement and the payments thereafter due and payable pursuant to this Purchase Agreement. Any such purchaser, assignee or transferee shall agree in writing to assume and perform all of the obligations herein during duties and responsibilities of Seller and shall acknowledge City’s rights under this Purchase Agreement; provided, however, that in the event Seller becomes merged or consolidated with any other entity and the resulting entity meets the requirements for a successor trustee under the entire Term Trust Agreement, then the resulting entity shall assume all rights, responsibilities and duties of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet Seller hereunder without the execution or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor money damages by reason filing of any refusal, withholding papers or delaying by Lessor any further act on the part of any consent, either party and in “Seller” hereunder shall refer to such event, Lessee's only remedies therefor shall be an action for specific performance, injunction or declaratory judgment to enforce any such requirementresulting party. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. Lessee may (a) Tenant shall not mortgagesublet any part of the Premises, pledge, hypothecate, nor assign, transfer pledge or sublet encumber this Lease or any interest herein, without the prior written consent of Landlord, which consent may not be unreasonably withheld, conditioned or delayed by Landlord (any of the foregoing, a “Transfer”). Landlord shall be entitled to deny consent to a Transfer if, by way of illustration but not limitation, the financial statements of the proposed assignee or sublessee are not reasonably satisfactory, if the proposed use of the Premises by the subtenant or assignee is not reasonably satisfactory, if the proposed use of the Premises by the subtenant or assignee is not in compliance with Legal Requirements or documents recorded against the Property, or if the proposed use is not reasonably compatible with other uses in the Building or violates an exclusive granted to another tenant in the Building or violates any exclusive granted to another tenant in the Building. In no event shall Landlord be deemed to be unreasonable for declining to consent to a Transfer to a transferee, assignee or sublessee lacking financial qualifications (unless Tenant remains liable under a sublease), or of poor reputation, or seeking a change in the Permitted Use, or jeopardizing directly or indirectly the status of Landlord or any of Landlord’s affiliates as a Real Estate Investment Trust under the Internal Revenue Code of 1986 (as the same may be amended from time to time, the “Revenue Code”). Notwithstanding anything contained in this Lease to the contrary, (w) no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of such occupant, assignee, manager or other transferee; (x) Tenant shall not furnish or render any services to an occupant, assignee, manager or other transferee with respect to whom transfer consideration is required to be paid, or manage or operate the Premises or any capital additions so transferred, with respect to which transfer consideration is being paid; (y) Tenant shall not consummate a Transfer with any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Revenue Code); and (z) Tenant shall not consummate a Transfer with any person or in any manner except as specifically provided for in this Section 7: (A) Lessee may assign that could cause any portion of the amounts received by Landlord pursuant to this Lease or sublet any sublease, license or other arrangement for the whole right to use, occupy or possess any portion of the Premises to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Revenue Code, or any similar or successor provision thereto or which could cause any other income of Landlord to fail to qualify as income described in Section 856(c)(2) of the Revenue Code. Consent by Landlord to one Transfer shall not destroy or waive this provision, and all later Transfers shall likewise be made only upon prior written consent of Landlord. In the event a Transfer 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 Profits (as hereinafter defined) relating to such sublease or assignment for such space shall be due and payable, and shall be paid, to Landlord. The “Profits” resulting from the sublease or assignment shall be the rent or other cost paid by the assignee or subtenant for all or any portion of the Premises (over and above the Rent payable by Tenant, but less Tenant’s cost incurred including, but not limited to, an assignment legal review, commissions, architectural plans, advertising, legal fees, and fees paid to Landlord for such sublease or assignment. In the event a Transfer is made as herein provided, Tenant shall pay Landlord a charge equal to the actual costs reasonably incurred by Landlord for all of the necessary legal and accounting services required to accomplish such Transfer, as the case may be, and all such costs shall be documented and provided to Tenant to prove the incurrence thereof. In no event shall such amount exceed Two Thousand Dollars ($2,000.00). Any Transfer made without Landlord’s consent shall be void ab initio and of no force or effect. Landlord’s consent to any Transfer hereunder shall not waive Landlord’s rights as to any subsequent Transfer. For the purposes of determining whether Landlord acted reasonably in granting or withholding its consent or approval to any Transfer to the extent required hereunder, Tenant acknowledges and agrees that Landlord may refuse to give such consent or approval if, and to the extent that, Ground Lessor or the Mortgagee (as defined herein) has refused to provide any required consent or approval with respect to such Transfer. (b) In the event Tenant desires to effect a Transfer, then, at least thirty (30) but not more than ninety (90) days prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall provide written notice to Landlord (the “Transfer Notice”) containing information (including references) concerning the character of the proposed transferee, assignee or sublessee; the Transfer Date; the most recent unconsolidated financial statements of Tenant and of the proposed transferee, assignee or sublessee satisfying the requirements of Section 38 hereof (“Required Financials”); any ownership or commercial relationship between Tenant and the proposed transferee, assignee or sublessee; and the consideration and all other material terms and conditions of the proposed Transfer, all in such detail as Landlord shall reasonably require. If Tenant or the proposed transferee, assignee or sublessee does not or cannot deliver the Required Financials, then Landlord may elect to have either Tenant’s ultimate parent company or the proposed transferee’s, assignee’s or sublessee’s ultimate parent company provide a guaranty of the applicable entity’s obligations under this Lease, in a form acceptable to Landlord, which guaranty shall be executed and delivered to Landlord by the applicable guarantor prior to the Transfer Date. (c) In addition, Tenant shall deliver to Landlord a list of Hazardous Substances and/or Regulated Wastes (as such terms are defined below), certified by the proposed transferee, assignee or sublessee to be true and correct, that the proposed transferee, assignee or sublessee intends to use or store in the Premises. Additionally, Tenant shall deliver to Landlord, on or before the date any proposed transferee, assignee or sublessee takes occupancy of the Premises, all of the items relating to Hazardous Substances of such proposed transferee, assignee or sublessee as described in Section 8(a). (d) Notwithstanding the foregoing, Tenant shall have the right to Transfer, upon thirty (30) days’ advance written notice to Landlord but without Landlord’s prior written consent, Tenant’s interest in this Lease made in connection with a spin-off or the Premises or any part thereof to any of the Provid Research division of Lessee, provided that Lessee remains primarily liable under this Lease and the Provid Research division's operations continue at the Demised Premisesfollowing (each a “Exempt Transfer’’), subject to Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed. All assignments of this Lease or any sublease of the whole or any portion of the Demised Premises (regardless of whether Lessor's consent is required) shall be on the basis of the following terms and conditionsconditions set forth below: (i) The Lessee shall provide to Lessor the name and address Any person that as of the assignee date of determination and at all times thereafter directly, or sub-lesseeindirectly through one or more intermediaries, controls, is controlled by or is under common control with Tenant (“Tenant’s Affiliate”). For purposes of the immediately preceding sentence, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. (ii) The assignee shall assume by written instrument Any corporation or other entity into which Tenant may merge or to any corporation or other entity arising out of a consolidation or merger of Tenant with another corporation or other entity or to a corporation or other entity acquiring all or substantially all the assets of Tenant or all of the obligations issued and outstanding voting stock or membership interests of or in Tenant. In connection with any Exempt Transfer, Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Exempt Transfer, and otherwise comply with the requirements of this Lease regarding such Transfer. Each Exempt Transfer shall be conditioned on a net worth test requiring that the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is at least the lesser of (A) $50,000,000 or any subtenant shall take subject to all (B) the net worth of the obligations transferring Tenant as of this Lease, and a copy the date of the Exempt Transfer (the “Net Worth Requirement”). At least thirty (30) days prior to the effectiveness of such assumption agreement or subleaseExempt Transfer, Tenant shall supply such documentation to Landlord as applicable, shall be furnished is reasonably necessary for Landlord to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request therefordetermine whether the proposed Transfer satisfies the foregoing Net Worth Requirement and otherwise qualifies as an Exempt Transfer. (iiie) The Lessee and each assignee shall be and remain liable Notwithstanding anything contained in this Lease to the contrary, a transfer of membership interests among the current members of Tenant and/or members of their immediate families (i.e., spouses, parents, brothers, sisters, children, grandchildren or any spouse of any such parent, brother, sister, child or grandchild) for estate-planning purposes, or a transfer of membership interests in trust for the observance benefit of all such members or their immediate families, or a transfer of the covenants and provisions of this Leasemembership interests by will or devise, 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and constitute a Transfer for the entire Term purposes of this Lease. (vf) Lessee In the event of any Transfer, Tenant shall reimburse Lessor for not be released from any of its reasonable out-of-pocket expensesobligations under this Lease and Tenant shall remain fully liable under this Lease during the unexpired Term. Tenant agrees that it shall not be (and shall not be deemed to be) a guarantor or surety of this Lease, incurred for reviewing however, and processing each request for consent waives its right to claim that it is a guarantor or surety or to raise in any sublet legal proceeding any guarantor or assignment surety defenses Permitted by this Lease or by Legal Requirements. Notwithstanding the foregoing, in the event of an Exempt Transfer in which the transferee has a tangible net worth (includingas of both the day immediately prior to and the day immediately after the Exempt Transfer) that is at least $200,000,000, and provided that such transferee affirmatively assumes all obligations of the original Tenant under this Lease, Landlord shall provide a release of the original Tenant from all obligations under this Lease that arise from and after the date of such Transfer (but not limited tothose obligations arising prior to the date of such Transfer). At least thirty (30) days prior to the effectiveness of such Exempt Transfer, reasonable attorney's fees)Tenant shall supply such documentation to Landlord as is reasonably necessary for Landlord to determine whether the proposed Transfer satisfies the foregoing net worth requirement and otherwise qualifies as an Exempt Transfer. (vig) Lessee Nothing contained in this Lease shall be deemed to prohibit Tenant from encumbering its personal property, trade fixtures and trade equipment with security agreements, but no security interest shall be permitted as to any alterations, installations or improvements which by the terms of this Lease become part of the Premises and which Tenant does not have no claim, and hereby waives the right to remove from the Premises. In the event that Tenant leases or finances the acquisition of office equipment, furnishings or other personal property of a removable nature utilized by Tenant in the operation of Tenant’s business, Tenant warrants that any claimUniform Commercial Code financing statement shall, upon its face or by exhibit thereto, indicate that such financing statement is applicable only to removable personal property of Tenant located within the Premises. In no event shall the address of the Premises or the Building be furnished on a financing statement without qualifying language as to applicability of the lien only to removable personal property located in an identified suite leased by Tenant. Should any holder of a financing statement record or place of record a financing statement that appears to constitute a lien against Lessor money damages any interest of Landlord or against equipment that may be located other than within an identified suite leased by reason Tenant, Tenant shall, within ten (10) days after filing such financing statement, cause (a) a copy of the Lender security agreement or other documents to which the financing statement pertains to be furnished to Landlord to facilitate Landlord’s ability to demonstrate that the lien of such financing statement is not applicable to Landlord’s interest and (b) Tenant’s Lender to amend such financing statement and any refusalother documents of record to clarify that any liens imposed thereby are not applicable to any interest of Landlord in the Premises or the Building. With respect to any office equipment, withholding furnishings or delaying other personal property of a removable nature purchased 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 Tenant (but excluding any such requirementitems purchased in whole or in part with the TI Allowance), at Tenant’s request, Landlord shall provide a lien waiver in a form reasonably satisfactory to Landlord. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be:

ASSIGNMENT AND SUBLEASE. 16.1 Lessee may covenants and agrees that it will not sell, convey, transfer, mortgage, pledge, hypothecate, assign, transfer pledge or sublet this Lease or the Premises in any manner except as specifically provided for in this Section 7: (A) Lessee may assign this Lease or sublet the whole Agreement or any portion part thereof, or any rights created thereby, without the prior written consent of the Premises (includingDirector, whose consent shall not be unreasonably withheld. 16.2 Any attempted assignment or transfer of this Agreement, or any rights of Lessee hereunder, without the consent of the Director, shall entitle the County at its option to forthwith cancel this Agreement. 16.3 Any assignment of this Agreement, approved and ratified by the Director, shall be on the condition that the assignee accepts and agrees, in writing, to all of the terms, conditions and provisions of this Agreement, and agrees to accept and discharge all of the covenants and obligations of Lessee hereunder, including but not limited to, an assignment to the payment of this Lease made in connection with a spin-off all sums due and to become due by Lessee under the terms hereof. 16.4 Subject to all of the Provid Research division of Lesseeterms and provisions hereof, provided that Lessee remains primarily liable under this Lease and may, with the Provid Research division's operations continue at the Demised Premises), subject to Lessor's prior written consentconsent of the Director, which consent said approval shall not be unreasonably withheld or delayed. All assignments , sublet a portion or portions of this Lease the Leased Premises to a person, partnership, firm or corporation engaged in a business that is, in the opinion of the Director, compatible with ▇▇▇▇▇▇’s authorized Airport business, but in no event shall the Lessee sublet all, or any sublease portion, of the whole Leased Premises to a fixed-base operator or any portion other commercial operator. 16.5 No consent by the Director to assignment or subleasing by ▇▇▇▇▇▇ of the Demised Leased Premises (regardless shall, in any way, relieve Lessee of whether Lessor's consent is required) shall be on any of its obligations to the basis of the following terms and conditions: (i) The Lessee shall provide to Lessor the name and address of the assignee County set forth or sub-lessee. (ii) The assignee shall assume by written instrument all of the obligations of this Lease or any subtenant shall take subject to all of the obligations of arising from this Lease, and a copy termination of ▇▇▇▇▇▇’s rights hereunder shall ipso facto terminate all subleases. 16.6 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 Director without a duly executed Permit Agreement between the Director or Manager and the sublessee. 16.7 If the Lessee assigns, sells, conveys, transfers, mortgages, or pledges this Agreement or sublets any portion of the Leased Premises in violation of the foregoing provisions of this Section 16, or if the Leased Premises are occupied by anyone other than the Lessee, County or Manager may collect from any assignee, 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 County of the agreements contained in this Section 16 nor of acceptance by County of any assignee, claimant or occupant, nor as a release of the Lessee by County from the further performance by the Lessee of the agreements contained herein. 16.8 For the purposes of this Section 16, any assignment of stock by merger, consolidation or liquidation, or any change in the ownership of or power to vote a majority of the outstanding voting stock of Lessee from owners of such assumption agreement stock or sublease, as applicablethose controlling the power to vote such stock on the date of this Agreement, shall be furnished to Lessor together with Lessee's written request for Lessor's consent, which consent shall be granted or denied (with reasons for such denial), within twenty (20) days after receipt of Lessee's request thereforconsidered an assignment. (iii) The Lessee and each assignee shall be and remain 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 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 if at all and each subtenant shall take subject to all of the covenants and provisions of this Lease, as the same shall be renewed, extended or otherwise modified if at all. (iv) The acceptance by Lessor of any Basic Rent and/or Additional Rent from the assignee or from any of the subtenants or the failure of Lessor insist upon a strict performance of any of the terms, conditions and covenants herein shall not release Lessee herein, nor any such assignee or subtenant, from any and all of the obligations herein during and for the entire Term of this Lease. (v) Lessee shall reimburse Lessor for its reasonable out-of-pocket expenses, incurred for reviewing and processing each request for consent to any sublet or assignment (including, but not limited to, reasonable attorney's fees). (vi) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor 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. (B) If Lessor shall give its consent to any assignment of this Lease or to any sublease, Lessee shall in consideration therefor, pay to Lessor, as Additional Rent, fifty (50%) percent of the Assignment Profits or the Sublease Profits, as the case may be: