Common use of Assignment and Subletting by Tenant Clause in Contracts

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Except with respect to transfers pursuant to 4.16.7, below, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of DefaultDefault and written notice to Tenant (unless Tenant is a debtor in a bankruptcy proceeding, in which event no notice shall be required), if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have the right to assign, transfer, mortgage or encumber may assign its interest in this Lease in whole or in part, nor sublet the whole or any part of the Premises without the prior consent of Landlord provided that (i) Tenant shall deliver to Landlord a copy of the instrument(s) of assignment or sublease, and (ii) any such assignee or sublessee shall agree in writing to assume and perform all of the terms and conditions of this Lease on Tenant’s part to be performed with respect to the assigned or subleased estate from and after the commencement date of such assignment or subletting. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and any such assignment or sublease shall not operate to release Tenant from its obligations hereunder. Any assignment of this Lease or subletting of the Premises without notification to Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby until receipt of such notification. Any assignment of this Lease or subletting of the Premises for an unlawful or prohibited use or a use restricted by matters of title shall be void and of no force and effect. Notwithstanding the foregoing, SSP Partners, as Tenant, may be released from continuing liability under this Lease should Tenant assign this Lease to an entity that has both (i) at the time of said assignment, a net worth (excluding goodwill) of $51,000,000 [*** FINAL AMOUNT TO BE CONFIRMED PRIOR TO CLOSING ***] as evidenced by audited financial statements of assignee evidencing said net worth delivered by Tenant to Landlord at the time of such assignment, and (ii) experience and creditworthiness substantially similar to Tenant at the time of said assignment. Further, if SSP Partners, as Tenant, is released from continuing liability under this Lease upon assignment as more particularly provided for above, the assigned Lease shall not be cross-defaulted with any Other Leases (as defined in Section 19.1(f)) and the Other Leases shall not be cross-defaulted with the Lease from which Tenant has been released. Landlord agrees that with regard to any sublease or other occupancy agreement entered into by Tenant on or in the Premises, nor allow so long as this Lease is in place and Tenant has not committed an Event of Default hereunder, all income from any said sublease or occupancy agreement shall belong to Tenant and Landlord hereby waives any claims with respect to the income from any sublease or any occupancy rights granted by Tenant on the Premises, which shall remain the Property of all or Tenant. Should Tenant sublease any part of the Premises by anotheror otherwise enter into any occupancy agreements during the Term, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for nothing in this Lease shall obligate Landlord to recognize the rights of any subtenants or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance parties in occupancy of the obligations of Tenant under this LeasePremises.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's written consent, which consent may shall not be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)unreasonably withheld. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s 's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s 's approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s 's right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent's consent which shall not be unreasonably withheld, which consent may be granted conditioned or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease, Landlord, at its sole discretion, reserves the right to recapture the Premises in lieu of approving a sublease except that Landlord shall not have the right to recapture the Premises if the sublease is for less than all of the remaining term or for less than all of the space in the Premises and, if Landlord does recapture the Premises, than Tenant shall be fully and finally relieved of all obligations arising thereafter under this lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's written consent, which consent may shall not be granted unreasonably withheld or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s 's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s 's approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s 's right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Except as set forth in Section 4.16.7, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by anotheranother (provided Landlord’s consent shall not be required for the temporary occupancy of portions of the Premises by Tenant’s Agents, provided the same is in accordance with all other terms of this Lease and such Tenant Agent is not generally operating from the Premises), without first obtaining Landlord’s consent, which consent may not be granted unreasonably withheld, conditioned or denied delayed, provided that Landlord’s denial of consent on the basis of any grounds set forth in accordance with this paragraph. In no event paragraph 4.16.3 shall the determination of the amount of rent not be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)considered unreasonable. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of So long as an Event of DefaultDefault has occurred and is continuing, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. So long as an Event of Default has occurred and is continuing, Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 (a) Without the prior written consent of Owner, Tenant shall not have the right to assign, transfer, mortgage (i) assign or encumber in any manner transfer this Lease in whole or in partany estate or interest therein, nor or (ii) permit any assignment of this Lease or any estate or interest therein by operation of law, or (iii) sublet the whole Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy of any portion of the Premises, nor allow or (v) permit the occupancy of all or any part use of the Premises by anotherany parties other than Tenant, its agents and employees, and any such acts without first obtaining Landlord’s consent, which Owner's prior written consent may shall be granted void and of no effect. Consent by Owner to one or denied in accordance with this paragraph. In no event more assignments or sublettings shall the determination of the amount of rent be expressed in whole or in part not operate as a percentage consent to, or a waiver of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)Owner's rights with respect to, any subsequent assignments and sublettings. Notwithstanding any permitted assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease the Rent and for compliance with all of its Tenant's other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of If an Event of Default, if Default should occur while the Premises or any part of the Premises are thereof is then subject assigned or sublet, Owner, in addition to an assignment any other remedies herein provided or sublettingprovided by law, Landlord may, may at its option, option collect directly from such assignee or subtenant sublessee all rents payments becoming due to Tenant under such assignment or sublease and apply such rents payments against any sums due to Landlord Owner by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublease to make such payments directly to Owner upon receipt of notice from Tenant under this LeaseOwner. No direct collection by Owner from any such collection assignee or sublessee (regardless of whether or not such assignee or sublessee shall be deemed to be void and of no effect as stated in the first sentence of this (a)) shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of Tenant’s its obligations under this Leasehereunder. Landlord’s right Receipt by Owner of direct collection payments from any assignee, sublessee or occupant of the Premises shall not be in addition to and not in limitation deemed a waiver of any other rights and remedies provided for the covenants in this Lease against assignment and subletting, or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations a release of Tenant under this Lease. The receipt by Owner from any such assignee or sublessee obligated to make payments shall be a full and complete release, discharge and acquittance to such assignee or sublessee to the extent of any such amount so paid to Owner. Owner is authorized and empowered on behalf of Tenant to endorse the name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment under an assignment or sublease to Tenant, and to receive and apply the proceeds thereof in accordance with the terms hereof.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall may not have the right to sell, assign, transfer, or mortgage or encumber this Lease in whole or in part, nor sublet the whole Leased Premises or any part of the Premises, nor allow the occupancy of all or any part of the Premises by anotherthereof, without first obtaining the prior written consent of Landlord’s consent, which consent may shall not be granted unreasonably withheld, conditioned or denied in accordance with this paragraphdelayed; and any attempted assignment or subletting without such consent shall be invalid. In no the event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, unless expressly otherwise agreed by Landlord, Tenant shall nevertheless at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease rent and for compliance with the performance and observance of all of its Tenant's other obligations as tenant under the terms, conditions and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all Tenant's obligations under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event event of Defaultdefault, if the Premises all or any part of the Leased Premises are then subject assigned or sublet, Landlord, in addition to an assignment any other remedies provided by this Lease or sublettingby law, Landlord may, at its option, collect directly from such the assignee or subtenant all rents rent becoming due to Tenant under such Landlord by reason of the assignment or sublease and apply such rents against any sums due to subletting. Any collection by Landlord from Tenant under this Lease. No such collection the assignee or subtenant shall not be construed to constitute a novation waiver or release of Tenant from the further performance of Tenant’s its obligations under this LeaseLease or the making of a new lease with such assignee or subtenant. Landlord’s right of direct collection It shall be reasonable for Landlord to refuse, condition or delay to give its consent if it is based on, among other things, Landlord's determination that (i) its interest in addition to and not in limitation of any other rights and remedies provided for in this the Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance Leased Premises would be adversely affected by the financial condition or creditworthiness of the obligations proposed assignee or business reputation of Tenant under this Leasethe proposed assignee or subtenant (ii) a subtenant's rent is greater than the Rental payable by Tenant, or (iii) the proposed use of the Leased Premises by, or business of, the proposed assignee or subtenant would adversely affect the Building.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall may not have the right to sell, assign, transfer, or mortgage or encumber this Lease in whole or in part, nor sublet the whole Leased Premises or any part of the Premises, nor allow the occupancy of all or any part of the Premises by anotherthereof, without first obtaining the prior written consent of Landlord’s consent, which consent may shall not be granted unreasonably withheld, conditioned or denied in accordance with this paragraphdelayed; and any attempted assignment or subletting without such consent shall be invalid. In no the event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, unless expressly otherwise agreed by Landlord, Tenant shall nevertheless at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease rent and for compliance with the performance and observance of all of its Tenant’s other obligations as tenant under the terms, conditions and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all Tenant’s obligations under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event event of Defaultdefault, if the Premises all or any part of the Leased Premises are then subject assigned or sublet, Landlord, in addition to an assignment any other remedies provided by this Lease or sublettingby law, Landlord may, at its option, collect directly from such the assignee or subtenant all rents rent becoming due to Tenant under such Landlord by reason of the assignment or sublease and apply such rents against any sums due to subletting. Any collection by Landlord from Tenant under this Lease. No such collection the assignee or subtenant shall not be construed to constitute a novation waiver or release of Tenant from the further performance of Tenant’s its obligations under this LeaseLease or the making of a new lease with such assignee or subtenant. It shall be reasonable for Landlord to refuse, condition or delay to give its consent if it is based on, among other things, Landlord’s determination that (i) its interest in the Lease or the Leased Premises would be adversely affected by the financial condition or creditworthiness of the proposed assignee or business reputation of the proposed assignee or subtenant (ii) a subtenant’s rent is greater than the Rental payable by Tenant, or (iii) the proposed use of the Leased Premises by, or business of, the proposed assignee or subtenant would adversely affect the Building. Notwithstanding the foregoing, Tenant shall have the right to sublease all or any part of direct collection shall be the Leased Premises, to assign this Lease in addition whole or in part, and to and not in limitation of any other rights and remedies provided for otherwise transfer its interest in this Lease or at law. and the Leased Premises to (a) any party who is an “affiliate” of Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure within the performance meaning of the obligations Securities Act of Tenant 1933, as amended, and applicable regulations thereunder, or (b) any successor by merger or consolidation of Tenant. No assignee, other than such an affiliate or successor by merger or consolidation, or sublessee shall have any right to expand under this LeaseSection 17.05 or right to extend under Section 17.01.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's written consent, which consent may shall not be granted unreasonably withheld, conditioned or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s 's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s 's approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s 's right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall may not have the right to sell, assign, transfer, or mortgage or encumber this Lease in whole or in part, nor sublet the whole Leased Premises or any part of the Premises, nor allow the occupancy of all or any part of the Premises by anotherthereof, without first obtaining Landlord’s consentthe prior written consent of Landlord which shall not be unreasonably withheld, which conditioned or delayed; and any attempted assignment or subletting without such consent may shall be granted or denied in accordance with this paragraphinvalid. In no the event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall nevertheless at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease rent and for compliance with the performance and observance of all of its Tenant's other obligations as tenant under the terms, conditions and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all Tenant's obligations under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event event of Defaultdefault, if the Premises all or any part of the Leased Premises are then subject assigned or sublet, Landlord, in addition to an assignment any other remedies provided by this Lease or sublettingby law, Landlord may, at its option, collect directly from such the assignee or subtenant all rents rent becoming due to Tenant under such Landlord by reason of the assignment or sublease and apply such rents against any sums due to subletting. Any collection by Landlord from Tenant under this Lease. No such collection the assignee or subtenant shall not be construed to constitute a novation waiver or release of Tenant from the further performance of Tenant’s its obligations under this LeaseLease or the making of a new lease with such assignee or subtenant. Landlord’s right of direct collection It shall be reasonable for Landlord to refuse to give its consent to any proposed assignment or subletting based on, among other things, Landlord's reasonable determination that its interest in addition to and not in limitation of any other rights and remedies provided for in this the Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rentthe Leased Premises would be adversely affected by (i) the financial condition, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance creditworthiness or business reputation of the obligations proposed assignee or subtenant, (ii) the prevailing market or quoted rental rates for space in the Building or other comparable buildings or (iii) the proposed use of Tenant under this Leasethe Leased Premises by, or business of, the proposed assignee or subtenant.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's written consent. Notwithstanding the foregoing Tenant shall have the right, without Landlord's consent, which consent may be granted but upon giving prior written notice to Landlord, to assign this Lease or denied in accordance with this paragraph. In no event shall the determination to sublet all or any part of the amount Premises to an affiliated entity controlling, controlled by, or under common control with Tenant or to a corporation or other entity resulting from a merger of rent or consolidation with Tenant or to an entity to which all or substantially all of Tenant's assets shall be expressed in whole or in part transferred (such entity being referred to herein as a percentage "Permitted Assignee" or "Permitted Subtenant," as the case may be) provided, that the assignee or subtenant thereof executes and delivers to Landlord an agreement ("Assumption Agreement") pursuant to which such transferee shall agree to be bound by all of the income terms, provisions and conditions of the Lease including, without limitation, the provisions of this paragraph 4.16 and, provided further, such Permitted Assignee or profits derived by Permitted Subtenant, as the subtenant from case may be, shall have, at the space leased time of the transfer, a net worth equal to the greater of (other x) the net worth of Tenant as of the date of this Lease or (y) the net worth of Tenant as of the date of the transaction in question. For purposes of the preceding sentence, "control" shall mean direct or indirect ownership of more than an amount based on a fixed percentage or percentages fifty percent (50%) of gross receipts or gross sales)the beneficial interest of the entity in question. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. No consent once given by Landlord to any assignment or subletting shall be deemed to relieve Tenant or any assignee or subtenant from the obligations of seeking Landlord's prior written consent to any subsequent transfer.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may shall not be granted unreasonably withheld or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this LeaseLease and promptly remit the balance to Tenant. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this LeaseLease but such amounts shall not be retained by Landlord unless and until the occurrence of an Event of Default under the Lease by Tenant.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have sublet the right to Premises nor any part thereof, nor assign, transfer, mortgage or encumber otherwise dispose of this Lease in whole or in partany interest therein, nor sublet the whole or any part thereof, without Landlord's prior written consent in each of the Premisesforegoing cases, nor allow which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the occupancy foregoing, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord's consent, to any entity that controls, is controlled by or is under common control with Tenant, or to any entity resulting from merger or consolidation with and into Tenant or a sale of all or any part substantially all of the assets of Tenant. Landlord acknowledges and agrees that the transfer of ownership interests in Tenant will not constitute an assignment or sublease for purposes hereof provided that such new owner's financial responsibility meets or exceeds the criteria Landlord used to select Tenant. In addition, during the initial term of this Lease, Tenant shall be entitled to sublet up to fifty percent (50%) of the Premises without Landlord's consent. Tenant shall be entitled to retain all excess rental and other compensation in connection with any such assignment or subletting. Consent by another, without first obtaining Landlord’s consent, which consent may be granted Landlord to any assignment or denied in accordance with this paragraph. In no event subletting shall the determination not constitute a waiver of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding requirement for such consent to any permitted subsequent assignment or subletting, nor shall such consent be deemed to release Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable from liability under this Lease and for compliance with all of its other obligations except to the extent such consent specifically provides in writing. Tenant shall pay to Landlord, as tenant under this Lease. Landlord’s acceptance of Base Additional Rent, Additional Rent or the sum of Five Hundred Dollars ($500.00) to cover Landlord's administrative costs, overhead and counsel fees, plus all out-of-pocket expense, in connection with any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, subletting for which consent by Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Leaseis required.

Assignment and Subletting by Tenant. 7.1.1 (a) Without the prior written consent of Owner, Tenant shall not have the right to assign, transfer, mortgage (i) assign or encumber in any manner transfer this Lease in whole or in partany estate or interest therein, nor or (ii) permit any assignment of this Lease or any estate or interest therein by operation of law, or (iii) sublet the whole Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy of any portion of the Premises, nor allow or (v) permit the occupancy of all or any part use of the Premises by anotherany parties other than Tenant, its agents and employees, and any such acts without first obtaining Landlord’s consent, which Owner's prior written consent may shall be granted void and of no effect. Consent by Owner to one or denied in accordance with this paragraph. In no event more assignments or sublettings shall the determination of the amount of rent be expressed in whole or in part not operate as a percentage consent to, or a waiver of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)Owner's rights with respect to, any subsequent assignments and sublettings. Notwithstanding any permitted assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease the Rent and for compliance with all of its Tenant's other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of If an Event of Default, if Default should occur while the Premises or any part of the Premises are thereof is then subject assigned or sublet, Owner, in addition to an assignment any other remedies herein provided or sublettingprovided by law, Landlord may, may at its option, option collect directly from such assignee or subtenant sublessee all rents payments becoming due to Tenant under such assignment or sublease and apply such rents payments against any sums due to Landlord Owner by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments directly to Owner upon receipt of notice from Tenant under this LeaseOwner. No direct collection by Owner from any such collection assignee or sublessee (regardless of whether or not such assignee or sublessee shall be deemed to be void and of no effect as stated in the first sentence of this (a)) shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of Tenant’s its obligations under this Leasehereunder. Landlord’s right Receipt by Owner of direct collection payments from any assignee, sublessee or occupant of the Premises shall not be in addition to and not in limitation deemed a waiver of any other rights and remedies provided for the covenants in this Lease against assignment and subletting, or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations a release of Tenant under this Lease. The receipt by Owner from any such assignee or sublessee obligated to make payments shall be a full and complete release, discharge, and acquittance to such assignee or sublessee to the extent of any such amount so paid to Owner. Owner is authorized and empowered on behalf of Tenant to endorse the name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment under an assignment or sublease to Tenant, and to receive and apply the proceeds thereof in accordance with the terms hereof.

Assignment and Subletting by Tenant. 7.1.1 4.17.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's consent; except that Tenant shall have the right to grant to The VenCom Group, which consent may be granted or denied Inc. a license to occupy and use a portion (but not in excess of 12,000 square feet) of the Premises during the Term of this Lease, in accordance with this paragraph. In no event shall the determination all of the amount terms and provisions of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)this Lease. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. Tenant shall cause The VenCom Group, Inc. to comply with all of the terms and provisions of this Lease applicable to Tenant. Upon any Event of Default hereunder, or upon the termination of the The VenCom Group, Inc.'s affiliation with Tenant, the license granted by Tenant to The VenCom Group, Inc. and Tenant's right to grant said license shall automatically terminate, without any notice or action of or by Landlord, and The VenCom Group Inc.'s occupancy and use of the Premises shall immediately cease. Notwithstanding anything contained in this Section 4.17 to the contrary, in the event Tenant and The VenCom Group, Inc. terminate their affiliation, Tenant may, upon not less than twenty (20) days' prior written notice to Landlord, sublease a portion (but not in excess of 12,000 square feet) of the Premises to The VenCom Group, Inc. Tenant's written notice to Landlord shall provide (i) written documentation or reasonably detailed information pertaining to the termination of affiliation, (ii) financial and other substantive information pertaining to The VenCom Group, Inc. subsequent to termination of affiliation, and (iii) a copy of a written sublease agreement which conforms to the terms and provisions of this Lease, including an express agreement by The VenCom Group, Inc. to comply with each and every term and provision of this Lease. Based upon compliance with the foregoing, Landlord hereby acknowledges its acceptance of and consent to The VenCom Group, Inc. as a subtenant hereunder pursuant to the terms hereof.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not, without prior written consent of Landlord, which consent shall not have the right to assignbe unreasonably withheld, transferconditioned or delayed, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part (i) sublease over fifty percent (50%) of the Premises, nor allow ; or (ii) assign or otherwise transfer or permit the occupancy transfer of this Lease or all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied interest of Tenant in accordance with this paragraphLease. In no event shall the determination If Tenant desires to enter into a sublease of over fifty percent (50%) of the amount Premises of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than such an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or sublettingassignment, Tenant shall deliver written notice thereof to Landlord, together with a copy of the proposed sublease or assignment at least thirty (30) days prior to the commencement day of the term of the proposed sublease or assignment. In making Landlord's determination as to whether to consent to any proposed sublease (or to any proposes assignment of this Lease), it shall be reasonable for Landlord to take into consideration, without limitation by enumeration, the following factors: the business reputation and credit worthiness of the proposed subtenant; the estimated increased pedestrian and vehicular traffic on the Premises and to the Building which would be generated by the proposed subtenant or assignee; and the proposed use to be made of the Premises; provided that any proposed sublease or assignment of the Lease if Tenant is then in default under this Lease. If Tenant enters into an approved sublease, and if such sublease provides or permits any rent or other consideration in excess of the rent due hereunder, all times remain directlysuch excess rent shall, primarily and fully responsible and liable for at Landlord's option, as evidenced by written notice to Tenant, be paid to Landlord on the payment first date of all sums payable each month during the term of the sublease less any brokerage commission. Any subletting or assignment hereunder (including without limitation, an assignment hereunder the last subparagraph of this Paragraph 13) shall not release or discharge Tenant of or from any liability whether past, present or future under this Lease and Tenant shall continue full liability hereunder, provided that if Landlord shall cancel this Lease or enter into a direct lease with the new tenant, the tenant's future liability under this Lease (to the extent and for compliance that portion of the rent for which Landlord has a direct lease) shall be terminated. Notwithstanding anything to the contrary contained in this Lease, Tenant may, without Landlord's consent, assign this Lease to any corporation, partnership or other legal entity that is controlled by or under common control with Tenant, or any corporation resulting from the merger or consolidation with Tenant, or to any entity that acquires all of its Tenant's assets as a going concern of the business that is being conducted on the Premises, provided that: (i) Tenant is not at such time in default hereunder, and (ii) such successor shall execute an instrument in writing fully assuming all of the obligation and liabilities imposed upon Tenant hereunder and deliver the same to Landlord. Notwithstanding the foregoing, any corporate merger, consolidation, asset purchase or other obligations as tenant under transaction that results in the employees of the Tenant owning more than 25% of the voting stock of the Tenant shall require the Landlord's consent to the transaction which consent will not be unreasonably withheld. For purposes of this Lease. Landlord’s acceptance paragraph, the change in beneficial ownership of Base Rent, Additional Rent more than fifty percent (50%) of the voting stock of Tenant or any other sum from any assigneecorporate reorganization, sublessee, transferee, mortgagee consolidation or encumbrance holder merger of Tenant shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under of this Lease. No such collection Tenant shall be construed to constitute a novation or release remain primarily liable on this Lease despite any assignment of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance subletting of the obligations of Tenant under this LeasePremises.

Assignment and Subletting by Tenant. 7.1.1 (a) Notwithstandixx xxx other provisions of this Lease, except as expressly set forth herein, Tenant shall covenants and agrees that it will not have the right to assign, transfer, mortgage or encumber assign this Lease in whole or in partsublet (which term, nor sublet without limitation, shall include the granting of concessions, licenses, and the like) the whole or any part of the Premises, nor allow Leased Premises without in each instance having first (i) received the occupancy express written consent of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed unreasonably withheld, delayed or conditioned, and (ii) if such consent is given by Landlord, caused the assignee or transferee to be Landlord’s approval of any such conveyance. Upon the occurrence of execute and deliver to Landlord an Event of Default, if the Premises or any part of the Premises are then subject instrument reasonably acceptable to an assignment or subletting, Landlord may, at its option, collect directly from whereby such assignee or subtenant transferee assumes all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. In any case where Landlord shall consent to such assignment or subletting, the tenant named herein shall remain fully liable for the obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease. In connection with any request by Tenant for such consent to assignment or sublet, Tenant shall provide Landlord with all relevant information requested by Landlord concerning the proposed assignee’s or tenant’s financial responsibility, creditworthiness and business experience to enable Landlord to make an informed decision (including, without limitation, a list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Leased Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in or about the Leased Premises). Tenant shall reimburse Landlord promptly for all reasonable third party out-of-pocket expenses incurred by Landlord including Landlord’s reasonable third party out of pocket attorneys’ fees in connection with the review of Tenant’s request for approval xx xxy assignment or sublease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may not be granted unreasonably withheld, conditioned or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, in addition to any other remedies provided in this Lease or by law, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits (or letters of credit) and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, 's consent which consent may shall not be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)unreasonably withheld. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's written consent. Notwithstanding the foregoing Tenant shall have the right, without Landlord's consent, which consent may be granted but upon giving prior written notice to Landlord, to assign this Lease or denied in accordance with this paragraph. In no event shall the determination to sublet all or any part of the amount Premises to an affiliated entity controlling, controlled by, or under common control with Tenant or to a corporation or other entity resulting from a merger of rent or consolidation with Tenant or to an entity to which all or substantially all of Tenant's assets shall be expressed in whole or in part transferred (such entity being referred to herein as a percentage "Permitted Assignee" or "Permitted Subtenant", as the case may be) provided, that the assignee or subtenant thereof executes and delivers to Landlord an agreement ("Assumption Agreement") pursuant to which such transferee shall agree to be bound by all of the income terms, provisions and conditions of the Lease including, without limitation, the provisions of this paragraph 4.16 and, provided further, such Permitted Assignee or profits derived by Permitted Subtenant, as the subtenant from case may be, shall have, at the space leased time of the transfer, a net worth equal to the greater of (other x) the net worth of Tenant as of the date of this Lease or (y) the net worth of Tenant as of the date of the transaction in question. For purposes of the preceding sentence, "control" shall mean direct or indirect ownership of more than an amount based on a fixed percentage or percentages fifty percent (50%) of gross receipts or gross sales)the beneficial interest of the entity in question. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. No consent once given by Landlord to any assignment or subletting shall be deemed to relieve Tenant or any assignee or subtenant from the obligations of seeking Landlord's prior written consent to any subsequent transfer.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Except as otherwise expressly provided herein, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may not be unreasonably withheld or conditioned and shall be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased within ten (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)10) Business Days. Notwithstanding any permitted assignment or subletting, Tenant shall at all times (including the Option Term) remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, in addition to any other remedies provided in this Lease or by law, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits (or letters of credit) and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Subject to subparagraph 4.16.7 below, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's consent, which consent may shall not be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)unreasonably withheld. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, and upon five (5) days' notice to Tenant, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may shall not be granted unreasonably withheld, conditioned or denied delayed in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease, provided, however, that until the occurrence of an Event of Default, Tenant shall have the license to collect any amounts or sums payable under any sublease.

Assignment and Subletting by Tenant. 7.1.1 (a) Notwithstanding any other provisions of this Lease, except as expressly set forth herein, Tenant shall covenants and agrees that it will not have the right to assign, transfer, mortgage or encumber assign this Lease in whole or in partsublet (which term, nor sublet without limitation, shall include the granting of concessions, licenses, and the like) the whole or any part of the Premises, nor allow Leased Premises without in each instance having first (i) received the occupancy express written consent of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed unreasonably withheld, delayed or conditioned, and (ii) if such consent is given by Landlord, caused the assignee or transferee to be Landlord’s approval of any such conveyance. Upon the occurrence of execute and deliver to Landlord an Event of Default, if the Premises or any part of the Premises are then subject instrument reasonably acceptable to an assignment or subletting, Landlord may, at its option, collect directly from whereby such assignee or subtenant transferee assumes all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. In any case where Landlord shall consent to such assignment or subletting, the tenant named herein shall remain fully liable for the obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease. In connection with any request by Tenant for such consent to assignment or sublet, Tenant shall provide Landlord with all relevant information requested by Landlord concerning the proposed assignee’s or tenant’s financial responsibility, creditworthiness and business experience to enable Landlord to make an informed decision (including, without limitation, a list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Leased Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in or about the Leased Premises). Tenant shall reimburse Landlord promptly for all reasonable third party out-of-pocket expenses incurred by Landlord including Landlord’s reasonable third party out of pocket attorneys’ fees in connection with the review of Tenant’s request for approval of any assignment or sublease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s written consent, which consent may (except as provided in the next sentence) shall not be granted unreasonably withheld, conditioned or denied in accordance with this paragraphdelayed. In no event shall During the determination period beginning on the Commencement Date and ending on the earlier of the amount of rent date which is two (2) years after the Rent Commencement Date or the date that the Building is ninety-eight percent (98%) leased, Landlord shall have the right to withhold its consent to any proposed assignment or subletting for any reason or no reason, such consent to be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)Landlord’s sole and absolute discretion. Notwithstanding any permitted assignment or subletting, . Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, . Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Except as expressly permitted by this Section 4.16, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s 's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s 's approval of any such conveyance. Upon the occurrence and during the continuance of an uncured Event of Default, if the Premises or any part of the Premises are is then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s 's right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have the right to convey, assign, transfermortgage, mortgage pledge or encumber this Lease Lease, in whole or in part, nor sublet the whole or any part of the Leased Premises, nor allow or permit the occupancy use of all the whole or any part of the Leased Premises by anotherany licensee or concessionaire, without first obtaining the written consent of Landlord’s consent. This prohibition shall be construed to include a prohibition against any assignment or subletting by operation of law, which assignment for the benefit of creditors, voluntary or involuntary bankruptcy or reorganization, or otherwise, without the prior written consent of Landlord. Any assignment or sublease without Landlord's written consent is in violation of this Lease and a default hereunder and, at the option of Landlord, shall be voidable. Landlord's consent or refusal to consent to any such subletting may be granted or denied in accordance with based upon, but shall not be limited to, factors pertaining to (a) the acceptability of the proposed subtenant to the Leased Premises, and (b) the financial statement, credit and ability of any proposed subtenant to meet the obligations, terms and conditions of this paragraphLease. The acceptance of any rental payments by Landlord from any alleged assignee shall not constitute approval of the assignment of this Lease by the Landlord, and the consent by Tenant shall pay to Landlord the sum of $500.00 as a Transfer Fee for such written consent. In no the event shall of any such assignment, subletting, licensing or granting of a concession, made with the determination written consent of the amount Landlord as aforesaid, Tenant will nevertheless remain liable for the performance of rent be expressed in whole or in part as a percentage all the terms, conditions, and covenants of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)this Lease. Notwithstanding any Any permitted assignment or sublettingsubletting shall be by agreement in form and content acceptable to Landlord, Tenant and shall at all times remain directly, primarily specify and fully responsible and liable for the payment of all sums payable under require that each subtenant or assignee acquiring this Lease by acceptance of any sublease, assignment or transfer shall assume, be bound by, and for compliance with all be obligated to perform the terms and conditions of its other obligations as tenant sublessor and assignor under this Lease. Landlord’s acceptance A condition of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease subletting is the agreement of the parties that Landlord shall receive the full and apply complete rental payment of subtenant or assignee, though such rents against payments may be in excess of the original rental between Landlord and Tenant. It is the intent and understanding of the parties to this Agreement that Tenant shall not receive any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release monetary benefit in excess of the actual rental obligation of Tenant from as agreed between the further performance original Tenant and Landlord through a sublease or assignment to a third party. In the event of default of Tenant’s obligations under this Lease. , Landlord’s right of direct collection shall be in addition , at Landlord's sole option, may succeed to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations position of Tenant under this Leaseas to any subtenant or licensee of Tenant.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall may not have the right to assign, transfer, mortgage or encumber assign its interest in this Lease in whole or in part, nor sublet the whole or any part of the Premises without the prior consent of Landlord, except to an affiliated or related entity or an entity under the control of Tenant provided that (i) Tenant shall deliver to Landlord a copy of the instrument(s) of assignment or sublease, and (ii) any such assignee or sublessee shall agree in writing to assume and perform all of the terms and conditions of this Lease on Tenant’s part to be performed with respect to the assigned or subleased estate from and after the commencement date of such assignment or subletting. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and any such assignment or sublease shall not operate to release Tenant from its obligations hereunder. Any assignment of this Lease or subletting of the Premises without notification to Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby until receipt of such notification. Any assignment of this Lease or subletting of the Premises for an unlawful or prohibited use or a use restricted by matters of title shall be void and of no force and effect. Landlord agrees that with regard to any sublease or other occupancy agreement entered into by Tenant on or in the Premises, nor allow so long as this Lease is in place and Tenant has not committed an Event of Default hereunder, all income from any said sublease or occupancy agreement shall belong to Tenant and Landlord hereby waives any claims with respect to the income from any sublease or any occupancy rights granted by Tenant on the Premises, which shall remain the property of all or Tenant. Should Tenant sublease any part of the Premises by anotheror otherwise enter into any occupancy agreements during the Term, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for nothing in this Lease shall obligate Landlord to recognize the rights of any subtenants or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance parties in occupancy of the obligations of Tenant under this LeasePremises.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may shall not be granted unreasonably withheld, conditioned or denied delayed in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's consent, which consent may shall not be granted unreasonably withheld, conditioned or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed, subject to paragraph 4.16.3. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, Default if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. The foregoing notwithstanding, any wholly owned subsidiaries or affiliates of Cisco's can sublease the space without Landlord's approval, provided that such wholly owned subsidiary's or affiliate's use of the Premises complies with the provisions herein and does not disturb the integrity of the Project.