Common use of Assignment and Subletting by Tenant Clause in Contracts

Assignment and Subletting by Tenant. Tenant shall have the right to assign, sublet or otherwise transfer its interest in this Lease and its rights hereunder to any entity or person, with Landlord’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the proposed assignment, subletting or transfer. Notwithstanding the foregoing, Tenant may assign, sublet or otherwise transfer its interest in this Lease without Landlord’s consent, written or otherwise, to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant to the preceding two (2) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of Tenant.

Assignment and Subletting by Tenant. 4.16.1 Tenant shall not have the right to assign, sublet transfer, mortgage or otherwise transfer its interest in encumber this Lease and its rights hereunder to in whole or in part, nor sublet the whole or any entity part of the Premises, nor allow the occupancy of all or personany part of the Premises by another, with without first obtaining Landlord’s written consent, which consent shall not be unreasonably withheldwithheld provided no Event of Default then exists. Notwithstanding any permitted assignment or subletting, conditioned or delayedTenant 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. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to constitute be Landlord’s approval of any such conveyance. Upon the proposed assignmentoccurrence of an Event of Default, subletting if the Premises or transferany 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. Notwithstanding No such collection shall be construed to constitute a novation or release of Tenant from the foregoing, Tenant may assign, sublet or otherwise transfer its interest 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 without Landlord’s consentor at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, written or otherwise, lease security deposits and other sums payable under such assignments and subleases as collateral to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which secure the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment performance of the Lease pursuant to the preceding two (2) sentences, obligations of Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of TenantLease.

Assignment and Subletting by Tenant. Anything else herein to the contrary notwithstanding, Tenant shall not be allowed to assign its leasehold interest created herein, this Lease, or any of its rights, privileges, or obligations created hereunder without prior written consent of Landlord, which Landlord may withhold in its sole discretion. Any other provision in this Lease to the contrary notwithstanding, the Tenant shall have the no right to assignsublet the Demised Premises, sublet or otherwise transfer any part thereof to subtenants without Landlord’s prior written consent which it may withhold in its interest in sole discretion. Xxxxxxxx’s consent to any assignment, subletting, occupation, or use by another person other than Tenant shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person other than Tenant, it being understood that Xxxxxxxx’s rights hereunder are continuing and shall not be exhausted, regardless of the number of times such assignment, subletting, occupation or use shall occur. Provided, however, and notwithstanding the foregoing to the contrary,’ Tenant shall be entitled, without seeking or obtaining the prior written consent of Landlord, to assign this Lease and its rights hereunder or to sublet the Demised Premises (in whole or in part) to any entity that controls Tenant, that is under common control with Tenant or personthat is controlled by Tenant (a “Permitted Assignee”), with Landlord’s written consentprovided that the Guaranty remains in full force and effect and such Permitted Assignee has a tangible net worth, at the time the assignment or sublease transaction is completed, which is not less than the net worth of Tenant named herein as of the Lease Date, and further provided Tenant delivers to Landlord, prior to the effective date of such assignment or sublease transaction involving the Permitted Assignee, documentation reasonably acceptable to Landlord to evidence same. A change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant shall not be unreasonably withheld, conditioned or delayeddeemed a transfer to a Permitted Assignee. In connection with the foregoingevent that Tenant desires at any time to assign this Lease or sublet all or any part of the Demised Premises to any party other than a Permitted Assignee which satisfies the terms of this Section 13, the failure of Tenant shall submit to Landlord to respond in writing within at least thirty (30) days prior to the proposed effective date of the assignment or sublease transaction (i) a request for permission to assign or sublet setting forth the proposed effective date (which shall be no less than thirty (30) days after Tenant’s request for the delivery of such notice to Landlord’s consent shall be deemed to constitute Landlord’s approval ); (ii) the name of the proposed assignmentsubtenant or assignee; (iii) the nature of the business to be carried on in the Demised Premises after the assignment or sublease; (iv) the terms and provisions of the proposed assignment or sublease instrument(s); (v) current financial statements of the proposed subtenant or assignee; and (vi) such additional information as Landlord may reasonably request in order to make a reasoned judgment regarding the proposed assignment or sublease. If Tenant assigns, subletting sublets or transfermakes any other transfer of all or any portion of its interest(s) hereunder, Xxxxxx named in this Lease shall remain directly and primarily responsible for the faithful performance and observance of all of the covenants and obligations on Xxxxxx’s part to be performed in this Lease unless otherwise agreed by the parties in writing. Any assignee or subtenant hereunder shall be bound by and shall comply with all of the terms and provisions in this Lease, including, without limitation, the Prohibited Uses. Tenant shall give Landlord prompt written notice of any assignment or sublease that is completed by Tenant pursuant to this Section 13, and each such written notice shall include the complete name and notice address of the assignee or subtenant. Notwithstanding the generality of the foregoing, Tenant may assignshall be permitted to finance its leasehold interest, sublet or otherwise transfer Required Tenant Improvements and Tenant’s Prope1ty, and Landlord shall enter into such customary landlord consent and estoppel agreements as any lender to Tenant shall reasonably request. However, Landlord shall under no circumstances be required to subordinate nor hypothecate its fee ownership interest in this Lease without Landlord’s consent, written or otherwise, the Demised Premises to any (i) parent, subsidiary or affiliate of lender to Tenant, or nor to provide a corporation or other business entity with which waiver of any default by Tenant may merge, amalgamate or consolidate, or (ii) entity in which under the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidateLease. Notwithstanding any assignment of the Lease pursuant to the preceding two (2) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”)In addition, Tenant shall be released of any and all further liability under this Lease and if entitled to enter into equipment leasing arrangements, provided that such assignee does arrangements do not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring result in any manner to a change in control security or change in stockholders, directors, management lien filing on the Demised Premises and/or the Building or organization of Tenant, or grant any subsidiary, affiliate or parent of Tenant or, rights (other than access and removal) to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of TenantDemised Premises.

Assignment and Subletting by Tenant. A. Tenant shall have not, without the right to prior written consent of Landlord in each instance, (i) assign, sublet transfer, mortgage, pledge, hypothecate or otherwise transfer its interest in encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it, (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) sublet the Premises or any part thereof, or (iv) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 6 of this Lease or by anyone other than the Tenant and its rights hereunder to any entity or person, with Landlord’s written consent, which shall not be unreasonably withheld, conditioned or delayedTenant's employees. In connection with the foregoingno event shall this Lease or any interest herein be assigned or assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, the failure and in no event shall this Lease or any rights or privileges hereunder be an asset of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the proposed assignmentTenant under any bankruptcy, subletting insolvency or transferreorganization proceedings, except as provided by law. Notwithstanding the foregoing, Tenant may assign, sublet or otherwise transfer its interest in assign this Lease or sublet the Premises without Landlord’s consent, 's prior written or otherwise, consent (a) to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of TenantTenant if Tenant gives Landlord thirty (30) days prior written notice of the proposed assignment or sublet and if Landlord receives within such thirty (30) day period, evidence reasonably satisfactory to Landlord of the financial capability of said parent, subsidiary or affiliate, or to (b) in connection with a corporation reorganization, merger, consolidation or other business entity with which sale by Tenant may mergeof all or substantially all of its assets, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant to the preceding two if Tenant gives Landlord thirty (230) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the days' prior written approval notice of Tenant. Notwithstanding the foregoingsaid reorganization, in the event of an assignment merger, consolidation or other transfer, sale and if Landlord receives evidence satisfactory to Landlord that the net worth of the proposed transferee or surviving entity, as the case may be, is not less than Tenant’s assignee 's net worth. Any parent, subsidiary or affiliate or other transferee (or surviving entity shall continue to use the Premises in a guarantor manner consistent with Tenant's use of such assignee the Premises. Tenant's assignment or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (sublet to a parent, subsidiary or affiliate or in connection with the “Minimum Net Worth”)sale, reorganization, merger, or consolidation shall not operate to release Tenant shall be released from any of its liabilities or obligations under this Lease. Tenant's right to assign this Lease or sublet the Premises to a parent, subsidiary, or affiliate or in connection with a sale, reorganization, merger or consolidation does not relieve Tenant of any and all further liability other obligations or deny Landlord any other of its rights under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignmentSection 14, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under unless specifically provided otherwise in this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of TenantSection 14.

Assignment and Subletting by Tenant. Except as expressly provided herein, Tenant shall have the right to not, by operation of law or otherwise, (a) assign, sublet transfer, mortgage, pledge, hypothecate or otherwise transfer its encumber the Lease, the Premises or any part of or interest in this the Lease and its rights hereunder or the Premises, (b) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (c) permit any entity other party to occupy or personuse all or any part of the Premises (collectively, with a “Transfer”), without the prior written consent of Landlord’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In Further, Tenant hereby agrees that Tenant shall not sublease any portion of the Premises (excluding the Original Initial Premises) to another tenant in the Building. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord’s consent (i) to any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the foregoingsale of all or substantially all of the assets of Tenant; (iv) in connection with a sublease which has a term (including any renewal, option or extension term(s)) of less than eighteen (18) months; (v) in connection with a sublease of less than twenty-five thousand (25,000) square feet of Rentable Area to an entity with whom Tenant has a contractual relationship such that the failure sublease is for the convenience of Tenant’s business operations in the Premises; or (vi) in connection with a sublease to an entity to whom Tenant has sold a discrete, identified business unit of Tenant or an Affiliate of Tenant. If Tenant elects to so sublease or assign this Lease, Tenant shall notify Landlord to respond in writing within thirty fifteen (3015) days after Tenant’s request transfer and shall provide to Landlord evidence in writing that such assignment or sublease complies with one or more of the criteria set forth above. Any assignment of this Lease or sublease pursuant to terms of clauses (i), (ii) or (iii) above only, but not (iv), (v) or (vi) above, shall be hereafter known as an “Affiliated Transfer” and any assignment of this Lease or sublease pursuant to the terms of any of the provisions of (i), (ii), (iii), (iv), (v) or (vi) above in this paragraph shall be hereafter known as a “Permitted Transfer”. No such assignment, sublease or transfer, however, shall release Tenant from any covenant, liability or obligation under this Lease. In the event Landlord shall not withhold its approval of the proposed transfer in writing and with specific reasons for Landlordsaid withholding of approval within fifteen (15) days after receipt of Tenant’s consent written request, including receipt of all information required to be furnished by Tenant hereunder, such approval shall be deemed to constitute be given. Notwithstanding anything to the contrary, Landlord agrees and acknowledges that Tenant may, from time to time, sublease various portions of the Premises to U.S. Bank National Association and/or U.S. Bancorp and that any and all such subleases shall be deemed an Affiliated Transfer for purposes of this Lease. If Tenant requests Landlord’s approval consent to any Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; its proposed use of the Premises if other than general office use; a copy of the proposed sublease or assignment agreement; if the transferee is a privately held corporation, then any financial information for such transferee obtained by Tenant (which shall be kept confidential by Landlord and only used for the purpose of evaluating such proposed sublease or assignment and the action to be taken by Landlord hereunder); and in the event of an assignment, subletting the proposed change in the name of the Building (if any) that such transferee may elect pursuant to the terms and conditions of Section 35.1 of this Lease. Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under the Lease, but rather Tenant’s transferee shall assume all of Tenant’s obligations under the Lease in a writing reasonably satisfactory to Landlord, and Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s or transferTenant’s rights as to any subsequent Transfer. Notwithstanding anything to the foregoingcontrary, Tenant may assign, sublet with respect to any proposed sublease of one (1) Floor or otherwise transfer its interest in more of the Premises and which has a term of all or substantially all of the then applicable Term of this Lease without and to which Landlord’s consentprior consent is required (the portion of the Premises to be subleased is hereinafter known as the “Sublet Space”), written or otherwise, to any Landlord shall also have the option (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which sublet the entire Sublet Space from Tenant may merge, amalgamate or consolidateat the same Base Rental as Tenant is required to pay to Landlord under this Lease for the Sublet Space, or (ii) entity to terminate this Lease as to the Sublet Space as provided below; provided, however, Landlord’s right in this paragraph to so sublet or transfer shall not apply to a Permitted Transfer and shall not apply to the Original Initial Premises, but Landlord’s right shall apply to the Initial Expansion Space and all other space thereafter leased to Tenant. For purposes of this paragraph, the term “all or substantially all of the then applicable Term” shall mean any sublease which has a term in excess of three (3) years and which will expire within one (1) year of the Premises - is intended expiration of the then applicable Term. Landlord’s option to sublet or to terminate, as the case may be, shall be exercisable by Landlord in writing within a period of fifteen (15) calendar days after receipt of Tenant’s notice of its intent to sublease. In the event Landlord exercises the option to sublet the Sublet Space pursuant to Landlord’s option set forth above, the term of the subletting from the Tenant to Landlord shall be the term prescribed in the third party sublease (which shall not be longer than the then current Term of this Lease) and shall be on such terms and conditions as are contained in this Lease (including the Base Rental applicable to the Sublet Space as described in this Lease), except that Landlord shall have the right to further sublet the Sublet Space freely and without any consent or approval from Tenant and for such rent as Landlord shall agree upon in its sole and absolute discretion subject to the following restrictions. If Landlord exercises the option to sublease the Sublet Space or to terminate this Lease as to the Sublet Space, then (a) Landlord shall not sublease or lease to or allow the occupancy of any portion of Floors 1 and 2 only by any Financial Services Business as described in Section 38.1, but the foregoing restriction shall not apply to any other space in the Premises, and (b) such Sublet Space may be leased back or further sublet by such entity Landlord only for a use permitted under Legal Requirements which is not incompatible with a first class office building in downtown Minneapolis, Minnesota. If Landlord elects to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment of the terminate this Lease pursuant to Landlord’s option set forth above, then this Lease shall terminate as to the preceding two (2) sentencesSublet Space on the date set forth in said third party sublease for commencement. If Landlord exercises its option to terminate this Lease with respect to the Sublet Space, Tenant shall not be released from liability hereunder so long as to that portion of the Lease Premises which is not modified part of the Sublet Space, this Lease shall remain in full force and effect and the Base Rental for the remaining portion of the Premises which is not a part of the Sublet Space shall continue to be determined and paid in the manner provided in this Lease for such space. Landlord shall also have the right in connection with all subleases (other than an Affiliated Transfer or amended a sublease of a portion of the Original Initial Premises) to share in any respect without the prior written approval of Tenantprofit from such subleases as hereinafter provided in this paragraph. Notwithstanding the foregoing, in In the event of an assignment such a sublease and (i) if Landlord does not elect to exercise either the option to sublease or to terminate as described in the preceding paragraph (if available to Landlord) and (ii) the aggregate rental or other transfer, if consideration paid by a transferee with respect to any sublease space (except as provided below) exceeds the net worth sum of (y) Tenant’s Rent to be paid to Landlord for such sublease space during such period and (z) an amount equal to the amortized amount of Tenant’s assignee reasonable costs and expenses actually incurred in connection with such Transfer, including reasonable attorneys fees, brokerage fees, reasonable costs of finishing or transferee (or a guarantor renovating the space affected and reasonable cash rental concessions, which costs and expenses shall be amortized over the original term of such assignee or transfereesublease at an interest rate equal to eight percent (8%) exceeds Fifty Million and 00/100 Dollars per annum, then seventy-five percent ($50,000,000.0075%) (the “Minimum Net Worth”), Tenant of such excess shall be released paid to Landlord within fifteen (15) days after, such amount is paid to Tenant. The terms of this paragraph and Landlord’s right to receive such excess rent shall not, however, apply to an Affiliated Transfer and shall not apply to the sublease of a portion of the Original Initial Premises. Tenant authorizes its transferees to make payments of rent and any other sums due and all further liability payable, directly to Landlord upon an Event of Default by Tenant under this Lease and if such assignee does not Lease. Landlord shall have the Minimum Net Worth as right, at Landlord’s expense, to audit Tenant’s books and records relating to each such sublease, provided such information shall be kept confidential. Any attempted Transfer by Tenant in violation of the effective date terms and covenants of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant this Section 22 shall be immediately void and automatically released from any further liability shall constitute a default by Tenant under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of TenantLease.”

Assignment and Subletting by Tenant. Tenant shall have not assign this ----------------------------------- Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person to assignoccupy or use the Premises, sublet or any portion thereof, without first obtaining the written consent of Landlord, which consent may be arbitrarily withheld except as hereinafter expressly otherwise transfer its interest in provided. If Tenant desires to assign this Lease or sublet the Premises or any portion thereof, Tenant shall deliver a written notice (a "Transfer Notice") to Landlord, which Transfer Notice shall set forth the name of the proposed assignee or sublessee, the terms and its rights hereunder conditions of such assignment or sublease, and the current financial statements of such assignee and sublessee and, if Tenant proposes to sublease only a portion of the Premises, the portion of the Premises to be sublet. Landlord agrees not to unreasonably withhold consent to any entity such assignment of this Lease or personsubletting of the entire Premises, with provided Tenant delivers a Transfer Notice to Landlord as aforesaid and provided (i) at the time thereof Tenant is not in default under this Lease, (ii) Landlord’s written , in its sole discretion reasonably exercised, determines that the reputation, business, proposed use of the Premises and financial responsibility of the proposed assignee or sublessee, are satisfactory to Landlord, (iii) the proposed assignee or sublessee shall expressly assume all the obligations of this Lease on Tenant's part to be performed, (iv) such consent, if given, shall not release Tenant of any of its obligations under this Lease, including without limitation, its obligation to pay rent, (v) Tenant agrees specifically to pay over to Landlord, as Additional Rent, 50% of all sums provided to be paid under the terms and conditions of such assignment or sublease net of reasonable commissions and reasonable costs of reletting including, but not limited to, tenant improvement costs paid to accommodate the proposed assignee or sublessee which are in excess of the amounts otherwise required to be paid pursuant to this Lease, (vi) a consent to one assignment or subletting shall not be unreasonably withhelddeemed to be a consent to any subsequent assignment or subletting and (vii) Tenant shall indemnify and hold Landlord harmless from any brokerage commissions due in connection with such assignment or subletting. Whether or not such conditions to assignment or subletting are met, conditioned Landlord, at its sole option, may elect to recapture the space covered by the Transfer Notice and terminate this Lease on the first day of the second calendar month next succeeding receipt of Tenant's Transfer Notice, to be effective unless Tenant elects to withdraw its request to sublease or delayedassign, which election, if exercised by Landlord, shall be by written notice to Tenant within twenty (20) days of receipt by Landlord of a Transfer Notice. If Landlord elects to terminate this Lease in accordance with the foregoing sentence, Landlord may lease the Premises to the sublessee or assignee proposed by Tenant. If this Lease shall be terminated with respect to less than the entire Premises, Base Rent, Operating Adjustment Rent, Tax Adjustment Rent, and Additional Rent shall be adjusted on the basis of the square feet retained by Tenant in proportion to the square feet of the Premises prior to such termination and this Lease as so amended shall continue thereafter in full force and effect. In connection with such event, Tenant shall pay the foregoing, cost of erecting demising walls and public corridors and making other modifications to physically separate the failure portion of Landlord the Premises remaining subject to respond in writing within thirty (30) days after Tenant’s request for the Lease from the rest of the Premises. Any assignment or subletting or occupancy without Landlord’s 's prior written consent shall be deemed to constitute Landlord’s approval void and shall, at the option of the proposed assignmentLandlord, subletting or transferconstitute a default under this Lease. Notwithstanding the foregoing, Tenant may assign, sublet or otherwise transfer its interest in Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law without consent of Landlord’s consent, written or otherwise, which consent may be arbitrarily withheld. Tenant acknowledges that Landlord may arbitrarily withhold its consent to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment of this Lease or subletting of all or a portion of the Lease pursuant Premises to a proposed assignee or sublessee whose use of the Premises, or a portion thereof, will be for any non-office use. Tenant agrees that in the event Landlord withholds its consent to any assignment, subletting, or occupancy contrary to the preceding two (2) sentencesprovisions of the paragraph next above, Tenant's sole remedy shall be to seek an injunction in equity or compel performance by Landlord to give its consent and Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in expressly waives any respect without the prior written approval of Tenant. Notwithstanding the foregoing, right to damages in the event of such withholding by Landlord of its consent. Tenant agrees that if it requests Landlord's consent to an assignment or other transfera subletting that it shall reimburse Landlord for its reasonable costs and expenses in considering whether to grant its consent (including, if but not limited to, reasonable attorneys' fees). Tenant further agrees that Landlord may, as a condition to granting its approval to an assignment or a subletting, require the net worth of Tenant’s assignee or transferee (or sublessee to post a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to security deposit with Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof in an amount determined by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of TenantLandlord.

Assignment and Subletting by Tenant. 4.16.1 Tenant shall not have the right to assign, sublet transfer, mortgage or otherwise transfer its interest in encumber this Lease and its rights hereunder to in whole or in part, nor sublet the whole or any entity part of the Premises, nor allow the occupancy of all or personany part of the Premises by another, with without first obtaining Landlord’s written consent. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, which provided that the proposed assignee or subtenant (1) is creditworthy, (2) has a good reputation in the business community, (3) will use the Premises for the Permitted Use, (4) will not use the Premises or Building in a manner that would materially increase the pedestrian or vehicular traffic to the Premises or Building, (5) is not a governmental entity, or subdivision or agency thereof, (6) is not another occupant of the Building, and (7) is not a person or entity with whom Landlord is then, or has been within the six-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Building or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed assignment or subletting if any Event of Default by Tenant then exists. 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 unreasonably withheld, conditioned or delayed. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute be Landlord’s approval of any such conveyance. Upon the proposed assignmentoccurrence of an Event of Default, subletting if the Premises or transferany part of the Premises are then subject to an assignment or subletting. Notwithstanding 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 foregoing, Tenant may assign, sublet or otherwise transfer its interest 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 without Landlord’s consentor at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, written or otherwise, lease security deposits and other sums payable under such assignments and subleases as collateral to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which secure the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment performance of the Lease pursuant to the preceding two (2) sentences, obligations of Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of TenantLease.

Assignment and Subletting by Tenant. 4.17.1 Except for a sublease of all or a portion of the Premises or an assignment of this Lease to (i) the survivor of a merger or consolidation with Tenant, (ii) any entity acquiring all or substantially all of the voting securities or assets of Tenant or (iii) an affiliate or wholly-owned subsidiary of Tenant, which sublease or assignment shall be permitted hereunder and shall not require Landlord's consent (provided that Tenant shall give Landlord prior written notice, and a true and correct copy, of the sublease or assignment document), and which sublease or assignment shall be subject to further prohibitions against sublease or assignment in accordance with the terms of this Section 4.17, Tenant shall not have the right to assign, sublet transfer, mortgage or otherwise transfer its interest in encumber this Lease and its rights hereunder to in whole or in part, nor sublet the whole or any entity part of the Premises, nor allow the occupancy of all or personany part of the Premises by another, with without first obtaining Landlord’s written 's consent, which shall not be unreasonably withheldunreasonably, conditioned withheld or delayed. In connection delayed but may be granted or withheld in accordance with the foregoing, the failure of Landlord to respond provisions set forth in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the proposed assignment, subletting or transfer. Notwithstanding the foregoing, Tenant may assign, sublet or otherwise transfer its interest in this Lease without Landlord’s consent, written or otherwise, to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidateSection 4.17.3 hereof. Notwithstanding any permitted assignment of the Lease pursuant to the preceding two (2) sentencesor subletting, Tenant shall not be released from liability hereunder so long as at all times remain directly, primarily and fully responsible and liable for the Lease is not modified or amended in any respect without the prior written approval payment of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all further liability sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if such assignee does not have the Minimum Net Worth as Premises or any part of the effective date of such assignmentPremises are then subject to an assignment or subletting, but Landlord, in addition to any other remedies provided in this Lease or by law, may at its option collect directly from such assignee or transferee (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, and no such collection shall be construed to constitute a guarantor novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Upon the occurrence of an Event of Default, Tenant hereby makes an absolute assignment to Landlord of such assignee or transferee) attains assignments and subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to secure the Minimum Net Worth thereafter, performance of the obligations of Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of TenantLease.

Assignment and Subletting by Tenant. Tenant shall not, without the prior written consent of Landlord, assign this Lease or any interest herein or in the Premises, whether directly, indirectly or by operation of law, or mortgage, pledge, encumber, hypothecate or otherwise transfer or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant (collectively referred to in this Section as a “Transfer”). If Tenant is a partnership, a withdrawal or change of any partners in the Tenant, whether voluntary, involuntary or by operation of law, shall be deemed a Transfer for purposes of this Section. Landlord’s consent to one or more Transfers shall not terminate or waive this provision, and all subsequent Transfers shall likewise be made only upon obtaining the prior written consent of Landlord. Without limiting the foregoing, in no event shall Tenant make a Transfer if the proposed Transfer or resulting use would contravene any restrictive covenant (including any exclusive use) granted to any other tenant of the Building or would contravene the provisions of Section 3.1 of this Lease. Xxxx Xxxxxxxx’s receipt of a request by Tenant to make a Transfer, Landlord shall have the right right, at Landlord’s option, to assignexercise in writing any of the following options: (a) to terminate this Lease as to the portion of the Premises proposed to be assigned or sublet; (b) to consent to the proposed Transfer, sublet or otherwise transfer its interest subject to the other terms and conditions set forth in this Lease and its rights hereunder Section; or (c) to any entity or person, with Landlord’s written consentrefuse to consent to the proposed Transfer, which shall not be unreasonably withheld, conditioned or delayed. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent refusal shall be deemed to constitute Landlord’s approval have been exercised unless Landlord gives Tenant written notice providing otherwise. The consent of Landlord to any proposed Transfer may be withheld by Landlord in its sole and absolute discretion. Landlord may, as a prior condition to considering any request for consent to a Transfer, require Tenant to obtain and submit current financial statements of any proposed subtenant or assignee and such other financial documentation relative to the proposed assignment, subletting subtenant or transferassignee as Landlord may reasonably require. Notwithstanding In the foregoing, Tenant may assign, sublet or otherwise transfer its interest in this Lease without Landlord’s consent, written or otherwise, to any (i) parent, subsidiary or affiliate of Tenant, or event Landlord consents to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant to the preceding two (2) sentencesTransfer, Tenant shall not pay to Landlord a fee to cover Landlord’s accounting costs plus any legal fees incurred by Landlord as a result of the Transfer. Landlord may require an additional security deposit from the assignee or subtenant as a condition of its consent. Any consideration, in excess of the Rent and other charges and sums due and payable by Tenant to Landlord under this Lease, paid to Tenant by any assignee or subtenant under or in connection with a Transfer shall be released from liability hereunder so long promptly remitted by Tenant to Landlord as additional rent, and Tenant shall have no right or claim thereto as against Landlord. Sublessees or transferees of the Lease is not modified Premises shall become directly liable to Landlord for all obligations of Tenant under the Lease, without relieving Tenant (or amended in any respect without the prior written approval guarantor of Tenant’s obligations) of any liability for such obligations, and Tenant shall remain obligated for all liability to Landlord arising under this Lease during the entire remaining Lease Term including any extensions thereof, whether or not authorized herein. Notwithstanding No assignment of this Lease consented to by Landlord shall be effective unless and until Landlord shall receive an original assignment and assumption agreement, in form and substance satisfactory to Landlord, signed by Tenant and Tenant’s proposed assignee, whereby the foregoingassignee assumes due performance of this Lease for the balance of the remaining Lease Term of this Lease. No subletting of the Premises, or any part thereof, consented to by Landlord shall be effective unless and until there shall have been delivered to Landlord an agreement, in form and substance satisfactory to Landlord, signed by Tenant and the proposed sublessee, whereby the sublessee acknowledges the right of Landlord to continue or terminate any sublease, in Landlord’s sole discretion, upon termination of this Lease, and the sublessee agrees to recognize and attorn to Landlord in the event of an assignment or other transfer, if that Landlord elects to continue the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of Tenantsublease.

Assignment and Subletting by Tenant. (a) Tenant shall have the right to not, by operation of law or otherwise, (i) assign, sublet transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease. the Leased Premises or any interest therein, (ii) grant any concession or license within the Leased Premises, (iii) grant or transfer its any management privileges or rights with respect to the Leased Premises, (iv) sublet all or any part of the Leased Premises or any right or privilege appurtenant to le Leased Premises, or (v) permit any other party to occupy or use all or any part of the Leased Premises. If Tenant is other than an individual person. any conveyance, assignment or transfer of any interest in this Lease and its rights hereunder to any entity or person, with Landlord’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent Tenant shall be deemed to constitute Landlord’s approval a transfer or assignment prohibited by the immediately preceding sentence, except for sales and other transfers of Tenant's stock to the extent Tenant is a publicly-traded company whose stock is traded on a recognized national exchange or inter-dealer quotation system, or to the extent that the existing owners retain at least a 25% interest in the Company. No consent granted by Landlord to any transfer, assignment or other transaction prohibited by this Section shall release Tenant from any of Tenant's obligations under this Lease or be deemed to constitute a consent to any subsequent assignment, subletting, occupancy or use of the proposed assignmentLeased Premises by another person. Subject to the foregoing, subletting the rights and obligations of the parties to this Lease shall inure to the benefit of and be binding upon their respective successors, assigns, heirs and legal representatives. Any attempted assignment or transfersublease by Tenant in violation of the terms and covenants of this paragraph shall be void and constitute a default by Tenant. Notwithstanding the foregoing, Tenant may assignmay, upon written notice to Landlord of the identity of the Affiliate, assign or sublet or otherwise transfer its interest in under this Lease without Landlord’s consentin the Leased Premises to an 'Affiliate" of Tenant, written or otherwise, to any provided (i) parentthat such assignee or subtenant assumes, subsidiary or affiliate in full, the obligations of TenantTenant under this Lease, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in such Affiliate's business operations are consistent with the Permitted Use, and (iii) such sublease or assignment shall not operate to release Tenant from its obligations under this Lease. As used herein, the term "Affiliate" shall be a corporation which the Premises - controls, is intended controlled by, or is under common control with Tenant (control to be leased back determined, for purposes hereof, by such entity to Tenant or any parent, subsidiary or affiliate the ownership of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment in excess of fifty percent (50%) of the Lease pursuant to the preceding two (2) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor issued and outstanding voting stock of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”entity), Tenant shall be released of any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of Tenant.

Assignment and Subletting by Tenant. Tenant may not and shall have not assign this Lease, in whole or in part, nor sublet all or any part of the right to assignPremises, sublet nor license concessions or otherwise transfer its lease departments therein, nor pledge or encumber by mortgage or other instruments any interest in this Lease (each individually and collectively referred to in this Section as a “Transfer”) without first obtaining the consent of Landlord, which consent Landlord may withhold in its rights hereunder sole and absolute discretion. This prohibition includes, without limitation, any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant’s corporate, partnership or proprietary structure. Consent by Landlord to any entity or person, with Landlord’s written consent, which transfer shall not be unreasonably withheld, conditioned constitute a waiver of the requirement for such consent to any subsequent Transfer. The acceptance of any Rent by Landlord from any alleged assignee or delayed. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent subtenant shall be deemed to not constitute Landlord’s approval of the proposed assignment or sublease of this Lease by the Landlord, and the consent by Landlord to one assignment or subletting of the Premises shall not constitute a waiver of Landlord’s rights hereunder. Tenant shall pay to Landlord a Transfer Fee of $2,000.00 for such written consent. In the event of any such assignment, subletting subletting, licensing or transfer. Notwithstanding granting of a concession made with the foregoingprior written consent of the Landlord as aforesaid, Tenant may assignwill nevertheless remain primarily liable for the performance of all the terms, sublet or otherwise transfer its interest conditions, and covenants of this Lease. Any Transfer shall be by agreement in a form and content acceptable to Landlord, and shall specify and require that each Transferee of this Lease without Landlord’s consentby acceptance of any Transfer shall assume, written or otherwisebe bound by, and be obligated to perform the terms and conditions of its sublessor and assignor under this Lease. A condition of such Transfer is the agreement of the parties that Landlord shall receive the full and complete Rent payment of the Transferee even though such payments may be in excess of the original Rent between Landlord and Tenant. It is the intent and understanding of the parties to this Lease that Tenant shall not receive any (i) parentmonetary benefit, subsidiary or affiliate in excess of the actual Rent obligation of Tenant, or as agreed between the original Tenant and Landlord, through a Transfer to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which third party. In the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate event of default of Tenant, or to a corporation or other business entity with which Tenant Landlord at Landlord’s sole option may merge, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant succeed to the preceding two (2) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent position of Tenant or, as to the issuance, sale, purchase, public offering, disposition any subtenant or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent licensee of Tenant.

Assignment and Subletting by Tenant. Tenant shall have the right to may not sell, ------------------------------------ assign, sublet or otherwise transfer its interest in mortgage this Lease and its rights hereunder to or sublet the Leased Premises or any entity or personpart thereof, with Landlord’s without the prior written consent, consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. In connection with the foregoingevent of a permitted assignment or subletting, Tenant shall nevertheless at all times remain fully responsible and liable for the failure payment of Landlord to respond in writing within thirty (30) days after rent and the performance and observance of all of Tenant’s request for Landlord’s consent 's other obligations under the terms, conditions and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be deemed binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument containing an agreement of assumption of all Tenant's obligations under this Lease. Upon the occurrence of an Event of Default, if all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be construed to constitute Landlord’s approval a waiver or release of Tenant from the proposed assignment, subletting further performance of its obligations under this Lease or transferthe making of a new lease with such assignee or subtenant. Notwithstanding the foregoing, Tenant may assign, sublet or otherwise transfer its interest in this Lease without Landlord’s consent, written or otherwise, if Landlord shall be adjudged to any (i) parent, subsidiary or affiliate of Tenant, or have unreasonably withheld consent to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant to the preceding two (2) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an proposed assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”)subletting, Tenant shall be released entitled to receive an amount from Landlord equal to the net present value of any the proposed sublease or assignment and all further liability under this Lease and if such assignee does not have direct reasonable costs incurred by Tenant in connection with the Minimum Net Worth as of the effective date of such proposed sublease or assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of Tenant.

Assignment and Subletting by Tenant. Except as expressly provided herein, Tenant shall have the right to not, by operation of law or otherwise, (a) assign, sublet transfer, mortgage, pledge, hypothecate or otherwise transfer its encumber the Lease, the Premises or any part of or interest in this the Lease and its rights hereunder or the Premises, (b) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (c) permit any entity other party to occupy or personuse all or any part of the Premises (collectively, with a "Transfer"), without the prior written consent of Landlord’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In Further, Tenant hereby agrees that Tenant shall not sublease any portion of the Premises (excluding the Original Initial Premises) to another tenant in the Building. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord's consent (i) to any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the foregoingsale of all or substantially all of the assets of Tenant; (iv) in connection with a sublease which has a term (including any renewal, option or extension term(s)) of less than eighteen (18) months; (v) in connection with a sublease of less than twenty-five thousand (25,000) square feet of Rentable Area to an entity with whom Tenant has a contractual relationship such that the failure sublease is for the convenience of Tenant's business operations in the Premises; or (vi) in connection with a sublease to an entity to whom Tenant has sold a discrete, identified business unit of Tenant or an Affiliate of Tenant. If Tenant elects to so sublease or assign this Lease, Tenant shall notify Landlord to respond in writing within thirty fifteen (3015) days after Tenant’s request 's transfer and shall provide to Landlord evidence in writing that such assignment or sublease complies with one or more of the criteria set forth above. Any assignment of this Lease or sublease pursuant to terms of clauses (i), (ii) or (iii) above only, but not (iv), (v) or (vi) above, shall be hereafter known as an "Affiliated Transfer" and any assignment of this Lease or sublease pursuant to the terms of any of the provisions of (i), (ii), (iii), (iv), (v) or (vi) above in this paragraph shall be hereafter known as a "Permitted Transfer". No such assignment, sublease or transfer, however, shall release Tenant from any covenant, liability or obligation under this Lease. In the event Landlord shall not withhold its approval of the proposed transfer in writing and with specific reasons for Landlord’s consent said withholding of approval within fifteen (15) days after receipt of Tenant's written request, including receipt of all information required to be furnished by Tenant hereunder, such approval shall be deemed to constitute Landlord’s approval be given. Notwithstanding anything to the contrary, Landlord agrees and acknowledges that Tenant may, from time to time, sublease various portions of the proposed assignment, subletting or transfer. Notwithstanding the foregoing, Tenant may assign, sublet or otherwise transfer its interest in this Lease without Landlord’s consent, written or otherwise, Premises to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant to the preceding two (2) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million U.S. Bank National Association and/or U.S. Bancorp and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of that any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant subleases shall be immediately and automatically released from any further liability under deemed an Affiliated Transfer for purposes of this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of TenantLease.

Assignment and Subletting by Tenant. Tenant shall have the right to assignnot mortgage, sublet pledge, transfer or otherwise transfer encumber or alienate its interest hereunder or in this Lease and its rights hereunder the Premises, in whole or in part, or suffer to exist any entity or person, with LandlordLien thereon without Authority’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. In connection with Without the foregoing, the failure prior written consent of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the proposed assignment, subletting or transfer. Notwithstanding the foregoing, Tenant may assign, sublet or otherwise transfer its interest in this Lease without Landlord’s consent, written or otherwise, to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant to the preceding two (2) sentencesAuthority, Tenant shall not assign this Agreement or its interest hereunder, in whole or in part, or sublet the Premises or any part thereof, and shall not permit any transfer thereof by operation of law; provided, however, that (i) Tenant without such prior written consent (but with reasonable advance notice to Authority) may sublet the Premises or any part thereof, and may assign this Agreement, to one or more of Tenant’s Affiliates, and (ii) in the event Tenant shall be released from liability hereunder a party to a merger with or into another corporation or corporations or to a consolidation with another corporation or corporations permitted by Section 7.02, the corporation so long formed as the Lease is not modified result of such merger or amended consolidation shall succeed to Tenant’s rights hereunder subject to all of the terms, provisions and conditions hereof. In the event of any assignment of this Agreement or subletting of the Premises, in whole or in part, in accordance with this Section, (A) no such assignment or subletting shall release or relieve Tenant from being primarily liable for any respect without the prior written approval of Tenant. Notwithstanding the foregoingits responsibilities and liabilities hereunder, and in the event of an any such assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”)subletting, Tenant shall continue to be released primarily liable for the faithful performance and observance of any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date terms and conditions hereof to be performed or observed by it, (B) in the case of an assignment, the assignee shall assume the obligations of Tenant hereunder to the extent of the interest assigned and, in the case of a sublease, the subtenant shall acknowledge that its sublease is subordinate to the operation and effect of this Agreement, and (C) Tenant shall, within 30 days after the delivery thereof, furnish or cause to be furnished to Authority a correct and complete copy of such assignmentassignment and sublease, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of Tenantapplicable.

Assignment and Subletting by Tenant. A. Tenant shall have not, without the right to prior written consent of Landlord in each instance, (i) assign, sublet transfer, mortgage, pledge, hypothecate or otherwise transfer its interest in encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it, (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) sublet the Premises or any part thereof, or (iv) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 6 of this Lease or by anyone other than the Tenant and its rights hereunder to any entity or person, with Landlord’s written consent, which shall not be unreasonably withheld, conditioned or delayedTenant's employees. In connection with the foregoingno event shall this Lease or any interest herein be assigned or assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, the failure and in no event shall this Lease or any rights or privileges hereunder be an asset of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the proposed assignmentTenant under any bankruptcy, subletting insolvency or transferreorganization proceedings, except as provided by law. Notwithstanding the foregoing, Tenant tenant may assign, sublet or otherwise transfer its interest in assign this Lease or sublet the Premises without Landlord’s consent, 's prior written or otherwise, consent (a) to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of TenantTenant if Tenant gives Landlord thirty (30) days' prior written notice of the proposed assignment or sublet and if Landlord receives within such thirty (30) day period, evidence reasonably satisfactory to Landlord of the financial capability of said parent, subsidiary or affiliate, or to (b) in connection with a corporation reorganization, merger, consolidation or other business entity with which sale by Tenant may mergeof all or substantially all of its assets, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant to the preceding two if Tenant gives Landlord thirty (230) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the days' prior written approval notice of Tenant. Notwithstanding the foregoingsaid reorganization, in the event of an assignment merger, consolidation or other transfer, sale and if Landlord receives evidence satisfactory to Landlord that the net worth of the proposed transferee or surviving entity, as the case may be, is not less than Tenant’s assignee 's net worth. Any parent, subsidiary or affiliate or other transferee (or surviving entity shall continue to use the Premises in a guarantor manner consistent with Tenant's use of such assignee the Premises. Tenant's assignment or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (sublet to a parent, subsidiary or affiliate or in connection with the “Minimum Net Worth”)sale, reorganization, merger or consolidation shall not operate to release Tenant shall be released from any of its liabilities or obligations under this Lease. Tenant's right to assign this Lease or sublet the Premises to a parent, subsidiary, or affiliate or in connection with a sale, reorganization, merger or consolidation does not relieve Tenant of any and all further liability other obligations or deny Landlord any other of its rights under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignmentSection 14, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under unless specifically provided otherwise in this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of TenantSection 14.

Assignment and Subletting by Tenant. A. Tenant shall have not, without the right to prior written consent of Landlord in each instance, (i) assign, sublet transfer, mortgage, pledge, hypothecate or otherwise transfer its interest in encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it, (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) sublet the Premises or any part thereof, or (iv) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 6 of this Lease or by anyone other than the Tenant and its rights hereunder to any entity or person, with Landlord’s written consent, which shall not be unreasonably withheld, conditioned or delayedTenant's employees. In connection with the foregoingno event shall this Lease or any interest herein be assigned or assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, the failure and in no event shall this Lease or any rights or privileges hereunder be an asset of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the proposed assignmentTenant under any bankruptcy, subletting insolvency or transferreorganization proceedings, except as provided by law. Notwithstanding the foregoing, Tenant may assign, sublet or otherwise transfer its interest in assign this Lease or sublet the Premises without Landlord’s consent, 's prior written or otherwise, consent (a) to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of TenantTenant if Tenant gives Landlord thirty (30) days' prior written notice of the proposed assignment or sublet and if Landlord receives within such thirty (30) day period, evidence reasonably satisfactory to Landlord of the financial capability of said parent, subsidiary or affiliate, or to (b) in connection with a corporation reorganization, merger, consolidation or other business entity with which sale by Tenant may mergeof all or substantially all of its assets, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant to the preceding two if Tenant gives Landlord thirty (230) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the days' prior written approval notice of Tenant. Notwithstanding the foregoingsaid reorganization, in the event of an assignment merger, consolidation or other transfer, sale and if Landlord receives evidence satisfactory to Landlord that the net worth of the proposed transferee or surviving entity, as the case may be, is not less than Tenant’s assignee 's net worth. Any parent, subsidiary or affiliate or other transferee (or surviving entity shall continue to use the Premises in a guarantor manner consistent with Tenant's use of such assignee the Premises. Tenant's assignment or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (sublet to a parent, subsidiary or affiliate or in connection with the “Minimum Net Worth”)sale, reorganization, merger or consolidation shall not operate to release Tenant shall be released from any of its liabilities or obligations under this Lease. Tenant's right to assign this Lease or sublet the Premises to a parent, subsidiary, or affiliate or in connection with a sale, reorganization, merger or consolidation does not relieve Tenant of any and all further liability other obligations or deny Landlord any other of its rights under this Lease and if such assignee does not Section 14, unless specifically provided otherwise in this Section 14. Tenant agrees that Landlord shall have the Minimum Net Worth as right to grant or withhold its consent in its sole discretion to an assignment of this Lease or sublet of the effective date of such assignment, but such assignee Premises by Tenant to any other tenant or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy proposed tenant of the document of assignment, subletting or transfer as soon as reasonably possible after Xxxxx Deer Business Park unless Landlord has no other space for rent in the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of TenantXxxxx Deer Business Park.

Assignment and Subletting by Tenant. Tenant may not and shall have not assign this Lease, in whole or in part, nor sublet all or any part of the right to assignPremises, sublet nor license concessions or otherwise transfer its lease departments therein, nor pledge or encumber by mortgage or other instruments any interest in this Lease (each individually and its rights hereunder collectively referred to in this Section as a “Transfer”) without first obtaining the consent of Landlord, which consent Landlord may not unreasonably withhold. This prohibition includes, without limitation, any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant’s corporate, partnership or proprietary structure. Consent by Landlord to any entity or person, with Landlord’s written consent, which transfer shall not be unreasonably withheld, conditioned constitute a waiver of the requirement for such consent to any subsequent Transfer. The acceptance of any Rent by Landlord from any alleged assignee or delayed. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent subtenant shall be deemed to not constitute Landlord’s approval of the proposed assignment or sublease of this Lease by the Landlord, and the consent by Landlord to one assignment or subletting of the Premises shall not constitute a waiver of Landlord’s rights hereunder. Tenant shall pay to Landlord a Transfer Fee of $2,000.00 for such written consent. In the event of any such assignment, subletting subletting, licensing or transfer. Notwithstanding granting of a concession made with the foregoingprior written consent of the Landlord as aforesaid, Tenant may assignwill nevertheless remain primarily liable for the performance of all the terms, sublet or otherwise transfer its interest conditions, and covenants of this Lease. Any Transfer shall be by agreement in a form and content acceptable to Landlord, and shall specify and require that each Transferee of this Lease without Landlord’s consentby acceptance of any Transfer shall assume, written or otherwisebe bound by, and be obligated to perform the terms and conditions of its sublessor and assignor under this Lease. A condition of such Transfer is the agreement of the parties that Landlord shall receive the full and complete Rent payment of the Transferee even though such payments may be in excess of the original Rent between Landlord and Tenant. It is the intent and understanding of the parties to this Lease that Tenant shall not receive any (i) parentmonetary benefit, subsidiary or affiliate in excess of the actual Rent obligation of Tenant, or as agreed between the original Tenant and Landlord, through a Transfer to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which third party. In the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate event of default of Tenant, or to a corporation or other business entity with which Tenant Landlord at Landlord’s sole option may merge, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant succeed to the preceding two (2) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent position of Tenant or, as to the issuance, sale, purchase, public offering, disposition any subtenant or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent licensee of Tenant.

Assignment and Subletting by Tenant. Tenant shall have the right to assign, sublet or otherwise transfer its interest in this Lease and its rights hereunder to any entity or person, with Landlord’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the proposed assignment, subletting or transfer. Notwithstanding the foregoing, Tenant may assign, sublet or otherwise transfer its interest in this Lease without Landlord’s consent, written or otherwise, to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, Tenant or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant to the preceding two (2) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of Tenant.

Assignment and Subletting by Tenant. Tenant shall have the right to assign, sublet or otherwise transfer its interest in this Lease and its rights hereunder to any entity or person, with Landlord’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In connection with the foregoing, the failure of Landlord to respond in writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the proposed assignment, subletting or transfer. Notwithstanding the foregoing, Tenant may assign, sublet or otherwise transfer its interest in this Lease without Landlord’s consent, written or otherwise, to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - — is intended to be leased back by such entity to Tenant or any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge, amalgamate or consolidate. Notwithstanding any assignment of the Lease pursuant to the preceding two (2) sentences, Tenant shall not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all further liability under this Lease and if such assignee does not have the Minimum Net Worth as of the effective date of such assignment, but such assignee or transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such subsequent date. Tenant shall deliver to Landlord a copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. This Lease contains no provision restricting, purporting to restrict or referring in any manner to a change in control or change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant or, to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of Tenant.