Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. TenantSince Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall Tenant may not assign, mortgage sublease or encumber this Lease, nor underlet, or suffer or permit license the demised premises whole or any part thereof to be used or occupied by others, of the Premises without the prior written consent of Landlord in each instanceLessor, which consent may not be unreasonably withheld or delayed. If In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease be assigned, or if without the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in each instancethe identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. A modificationThe prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, amendment if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or extension the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a sublease business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be deemed in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease. if any lien is filed against the demised premises or the building , all of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant such excess rent and other excess consideration within ten (10) days thereafterfollowing receipt thereof by Tenant. Lessor shall have the right to sell, at Tenant's expenseassign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by filing Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees date of such assignment to indemnify Landlord and perform its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedcovenants under this Lease.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not voluntarily, or by operation of law, assign, mortgage transfer, mortgage, pledge, hypothecate or encumber this LeaseLease or any interest therein, nor underlet, or suffer or permit and shall not sublet the demised premises Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to be used occupy or occupied by othersuse the Premises, or any portion thereof, all without first obtaining the prior written consent of Landlord in each instanceLandlord, which consent shall not be unreasonably withheld or delayed. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected Consent to the rent herein reserved, but no one assignment, underlettingsubletting, occupancy occupation or collection use by any other person shall not be deemed a waiver to be consent to any subsequent assignment, subletting, occupation or use by another person. In the event of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance transfer and assignment by Tenant of covenants on its interest in this Lease and in the part Premises to a person expressly assuming Tenant’s obligations under this Lease, Tenant shall thereby be released from any further obligations hereunder, and Landlord agrees to look solely to such successor in interest of Tenant herein containedfor performance of such obligations. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Upon such transfer and assignment, Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building relieved of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against all liability under any and all claimsof its covenants and obligations contained in or derived from this Lease arising out of any act, losses occurrence or liability resulting from omission occurring after the transfer or assignment. Any assignment or subletting without consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. In the event that Landlord shall consent to a sublease or assignment hereunder, Tenant shall pay Landlord reasonable fees, not to exceed One Hundred and No/100 Dollars ($100.00), incurred in connection with the processing of documents necessary to giving of such lien for brokerage services renderedconsent.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it A. Tenant shall not assignhave the right to assign or pledge this Lease or to sublet the whole or any part of the leased premises, mortgage whether voluntarily or encumber this Leaseby operation of law, nor underlet, or suffer or permit the demised use or occupancy of the leased premises or any part thereof to be used or occupied by othersanyone other than Tenant, without the prior written consent of Landlord, such consent not to be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord in each instancehas consented. If this Lease be assignedIn the event Tenant desires to sublet the leased premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the leased premises if the demised rent is determined in whole or in part based upon the income or profits derived by the sublessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of his Lease. Upon the occurrence of an "event of default" (as hereinafter defined), if the leased premises or any part thereof be underlet are then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance of Tenant's obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord. B. In addition to, but not in limitation of, Landlord's right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire leased premises, to recapture the portion of the leased premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord's receipt of covenants Tenant's written notice as required above. If this Lease shall be terminated with respect to the entire leased premises pursuant to this paragraph, the term of this Lease shall end on the part date stated in Tenant's notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the term hereof. If Landlord recaptures under this paragraph only a portion of the leased premises, the rent during the unexpired term shall a▇▇▇▇ proportionately based on the rent contained in this Lease as of the date immediately prior to such recapture. Tenant herein contained. The consent shall, at Tenant's own cost and expense, discharge in full any commission obligation which may be due and owing as a result of any assignment or subletting, whether or not the leased premises are recaptured pursuant hereto and rented by Landlord to an the proposed tenant or any other tenant. In the event of the recapture of a portion of the leased premises by Landlord pursuant to the terms of this paragraph, Tenant shall pay all costs associated with the separation of the recaptured premises from the portion not recaptured, including, but without limitation, the cost of all demising partitions, changes in lighting and HVAC distribution systems and all reasonable architectural and/or engineering fees. C. Any assignment or underletting subletting by Tenant pursuant to subparagraph 9A of all or any portion of the leased premises, or termination of the Lease for a portion of the leased premises pursuant to subparagraph 9B, shall automatically operate to terminate each and every right, option, or election, if any exist, belonging to Tenant, including by way of illustration, but not in limitation, any way be construed option to relieve Tenant from obtaining expand its premises or to extend or renew the express consent in writing term of Landlord Tenant's Lease for all or any portion of the leased premises - i.e., such rights and options shall cease as to both space sublet or assigned and as to any further assignment or underletting. In no event portion of the original leased premises retained by Tenant. D. Notwithstanding the terms of 9A-C above, Tenant shall any permitted sublessee assign or encumber its sublease or further have the right to sublet all or any portion of its sublet space, the Premises to any wholly owned subsidiary or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension affiliate of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. TenantNot without prior written consent of Landlord, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it which shall not assignbe unreasonably withheld or delayed, mortgage or encumber to assign this Lease, nor underletto make any sublease, or suffer or to permit occupancy of the demised premises Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody anyone other than Tenant, voluntarily or by operation of law, to reimburse Landlord maypromptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, after default by Tenantfollowing assignment, collect rent from shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as waiver in any subsequent instance. If Tenant requests Landlord's consent to assign this Lease or sublet more than 50% of the Premises, undertenant or occupantLandlord shall have the option, and apply the net amount collected exercisable by written notice to Tenant given within 30 days after receipt of such request, to terminate this Lease as to the rent herein reservedportion of the Premises for which such request was made, but no assignmentas of a date specified in such notice which shall be not less than 45, underlettingor more than 60 days after the date of such notice; and any rental received by Tenant from sub-tenant must be remitted to Landlord. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having interest in the possession, use, occupancy or collection shall be deemed a waiver utilization of the provisions hereofPremises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the acceptance of Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the assignee, undertenant net income or occupant as tenant, or a release of Tenant profits derived by any person from the further performance by Tenant Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment receipts or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwisesales), and paying any other necessary sumssuch purported lease, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimssublease, losses license, concession or liability resulting from such lien for brokerage services rendered.other

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors LESSEE covenants and assigns, expressly covenants agrees that it shall not assign, mortgage or encumber neither this LeaseLease nor the Term and estate hereby granted, nor underletany interest therein will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Leased Premises, nor any part thereof, will be encumbered in any manner by reason or by act or omission of LESSEE, or suffer used or permit the demised premises occupied, or any part thereof permitted to be used or occupied occupied, by othersanyone other than LESSEE, its servants, agents and employees, or for any use or purpose other than as above stated, or be sublet, or offered or advertised for sub-letting, without in each case LESSOR’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, LESSOR’s prior written consent of Landlord in each instance. If this Lease shall not be assignedrequired for any assignment or sublet to an entity which owns or controls LESSEEE, or if the demised premises is owned or controlled by LESSEE, or is under common ownership or control with LESSEE, or any part thereof entity succeeding to LESSEE as a direct result of a merger or consolidation or asset or stock transfer (“Permitted Transfer”). The grounds upon which LESSOR may reasonably withhold its consent are as follows: (i) The prospective assignee’s or sublessee’s intended use of the Premises is not a permitted use under or will not conform with the restrictions set forth in Section 6 of the Lease; or, (ii) The nature, character, class and standards of the prospective assignee’s or sublessee’s business will not be underlet consistent with those of other lessees in the Building; or, (iii) The financial strength and reliability of a prospective assignee is not sufficient, in LESSOR’s reasonable business judgment, to meet all of LESSEE’s obligations to be performed as of and from the date of said assignment. The prospective assignee must produce to LESSOR’s accountants a verified and current audited financial statement, (or occupied if none has been prepared by anybody said prospective assignee within the past three years, a CPA or CFO certified current financial statement); or, (iv) The operations of the prospective assignee or sub-lessee will violate any exclusive or other than Tenantrights given any other lessees in the Building; or, (v) The failure of LESSOR’s institutional mortgage lender(s) to consent, Landlord mayif required by the terms of the mortgage (LESSOR to use diligent efforts to request such consent). LESSOR, in addition to Annual Base Rent and all Additional Rent hereunder, shall be entitled to fifty (50%) percent of the amount of any and all sums assessed or collected by LESSEE, in whatever form, attributable arising out of any permitted subletting or assignment (after deduction for reasonable and actual brokerage commissions and marketing costs, and attorneys’ fees, associated with the transaction) which exceed said Annual Base Rent or Additional Rent hereunder, (herein, “Rent ▇▇▇▇-Up”). Notwithstanding LESSOR’s consent to the assignment or subletting, as contemplated above, LESSEE shall remain primarily liable to LESSOR for the payment of all Rent and for the full performance of the covenants and conditions of this Lease; and LESSOR may (immediately in the case of an assignment, or in the case of a sublease, after default by Tenant, LESSEE after notice and expiration of any applicable cure period) collect rent all sums due as Rent directly from the assignee/subtenant. Notwithstanding the foregoing, undertenant in the event that LESSEE desires to assign this Lease (other than a Permitted Transfer) or occupant, and apply sublet the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all Premises or any portion thereof (other than a Permitted Transfer), it shall be in each instance notify the LESSOR in writing, stating the intended effective date of its the proposed sublet space(which shall not be less than 30 days from the date of said notice to LESSOR). LESSOR shall have a period of 30 days from the date it receives such notice to exercise an election to take back the Premises or applicable portion thereof, in LESSOR’s sole discretion and without any obligation to so elect, whatsoever, notwithstanding the circumstances, and without prejudice to or waiver of any of LESSOR’s rights or LESSEE’s continuing obligations hereunder (except as hereinafter provided). LESSEE shall identify to LESSOR the space proposed to be sublet (if less than all of the Premises) and the term of the proposed sublease (if less than the entire remaining term). If LESSOR elects to take back the Premises or such portion, it shall send written notice thereof to LESSEE within such 30-day period, time of the essence; and LESSEE shall be irrevocably bound to surrender and vacate the Premises or such portion thereof as if the Term of the Lease had expired on the date set forth in the LESSEE’s initial notice to LESSOR; and provided LESSEE vacates and surrenders on said date, without being in default of any provision hereof as of said date, this Lease shall be null and void and without recourse to either party hereto with respect to such space (but for terms and conditions contemplated herein to survive termination of this Lease) and, if such take back is for less than the entire Premises, the Rent and Tenant’s Allocable Percentage hereunder shall be adjusted pro-rata. LESSEE shall not be entitled to any payments, commissions, credits, offsets, or otherwise suffer any kind or permit the sublet space nature arising from said sublet, nor shall any individual or any part thereof to entity acting by, through, or under LESSEE be used or occupied so entitled. Once an election is made by othersLESSOR, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease LESSEE shall be deemed a sublease. subject to the penalties for holding over set forth in this Lease, if any lien is filed against it fails to vacate and surrender the demised premises Premises or applicable portion thereof by the building of which date stated in the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by lawnotice, or otherwise, and paying any other necessary sums, and Tenant agrees if it fails to indemnify Landlord and discharge (or cause its agents and hold them harmless from and against lenders or others with which LESSEE has dealt to discharge) any and all claimsliens or other encumbrances, losses notices, or restrictions on its leasehold or contractual interest in and to the Premises or applicable portion thereof as of said date. Nothing in this paragraph shall require LESSOR to make an election to take back the Premises or applicable portion thereof, and nothing in the aforesaid process shall relieve LESSEE of its liability resulting from such lien for brokerage services renderedunder this Lease should LESSOR elect not to take back the Premises or applicable portion thereof.

Assignment and Subletting. TenantLessee's interest in this Lease is not ------------------------- assignable, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage by operation of law or encumber this Leaseotherwise, nor underletshall Lessee have the right to sublet the Premises, transfer any interest of Lessee's therein, or suffer or permit any use of the demised premises or any part thereof to be used or occupied Premises by othersanother party, without the prior written consent of Landlord in each instanceLessor to such assignment, subletting, or transfer of use, which consent shall not be unreasonably withheld or delayed. If this Lease be assignedLessee is a partnership, a withdrawal or change, voluntary, involuntary, or if by operation of law, of any partner (s) owning fifty percent (50%) or more of the demised premises partnership, of the dissolution of the partnership, shall be deemed as a voluntary assignment. If Lessee consists of more than one person, a purported assignment, voluntary, involuntary, or any part thereof be underlet or occupied by anybody other than Tenantoperation of law, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected one person to the rent herein reservedother or from a majority of persons to the others, but no assignment, underletting, occupancy or collection shall be deemed a waiver voluntary assignment. If Lessee is a corporation, any dissolution, merger, consolidation, or other reorganization of Lessee, or the sale or other transfer of a controlling percentage of the provisions hereofcapital stock of Lessee, the acceptance or sale of at least fifty-one percent (51%) of the assigneevalue of the assets of Lessee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a subleasevoluntary assignment. if any lien is filed against The phrase "controlling percentage" means the demised premises or ownership of, and the building right to vote, stock possessing at least fifty- one percent (51%) of the total combined voting power of all classes of Lessee's capital stock issued, outstanding, and entitled to vote for the election of directors. This Paragraph shall not apply to corporations the stock of which is traded through an exchange or over the same form counter. In the event of any subletting or transfer which is consented to, or not consented to, by Lessor, a subtenant or transferee agrees to pay monies or other consideration, whether by increased rent or otherwise, in excess of or in addition to those provided for herein, then all of such excess or additional monies or other consideration (after first deducting Lessee's reasonable costs associated with said subletting or transfer) shall be paid solely to Lessor, and this shall be one of the conditions to obtaining Lessor's consent. Lessee immediately and irrevocably assigns to Lessor, as security for Lessee's obligations under this Lease, all rent from any subletting of all or a part of the Premises as permitted by this Lease, and Lessor, as assignee and as attorney-in-fact for brokerage services claimed Lessee, or a receiver for Lessee appointed on Lessor's application, may collect such rent and apply it toward Lessee's obligations under this Lease; except that, until the occurrence of an act of default by the Lessee, Lessee shall have the right to have been performed for Tenantcollect such rent. A consent to one assignment, subletting, occupation, or use by another party shall not be deemed to be a consent to any subsequent assignment, subletting, occupation, or use by another party. Any assignment or subletting without such consent shall be void and shall, at the option of the Lessor, terminate this Lease. Lessor's waiver or consent to any assignment or subletting hereunder shall not relieve Lessee from any obligation under this Lease unless the consent shall so provide. If Lessee requests Lessor to consent to a proposed assignment or subletting, Lessee shall pay to Lessor, whether or not actually performedconsent is ultimately given, the same shall be discharged by Tenant within ten (10) days thereafter, at TenantLessor's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from reasonable attorneys' fees incurred in conjunction with each such lien for brokerage services renderedrequest.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 28.1 Tenant shall not transfer, dispose, assign, mortgage mortgage, or encumber hypothecate this Lease, nor underletin whole or in part, or suffer or permit the demised premises use of the Premises by any person or persons other than Tenant, or sublet the Premises, or any part thereof to (each of the foregoing shall be used or occupied by others, a "Transfer") without the prior written consent of Landlord in each instance, which may be withheld in Landlord's sole discretion. Such prohibition against Transfer shall include any transfer by operation of law and any transfer of this Lease from the Tenant by merger, consolidation, transfer of assets, or liquidation. In the event that Tenant hereunder is a corporation, an unincorporated association, or a partnership, the transfer, assignment, or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate in excess of twenty percent (20%) in any continuous twelve-month period shall be deemed a Transfer requiring Landlord's prior consent. 28.2 Any Transfer without ▇▇▇▇▇▇▇▇'s consent shall, at Landlord's sole discretion, be void, and shall constitute a default hereunder which, at the option of Landlord, shall result in the termination of this Lease or exercise of ▇▇▇▇▇▇▇▇'s other remedies hereunder. Consent to any Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer, and the terms of such consent shall be binding upon any person holding by, under, or through Tenant. 28.3 If this Lease be assigned, or if the demised premises all or any part thereof be underlet portion of the Premises is Transferred or occupied by anybody any person other than Tenant, Landlord may, after default by Tenant, may collect rent and other charges from the assignee, undertenant or occupant, such other party and apply the net amount collected to the rent herein reservedand other charges reserved hereunder, but no assignment, underletting, occupancy or such collection shall be deemed a not constitute consent or waiver of the provisions hereofnecessity of consent to such Transfer, nor shall such collection constitute the acceptance recognition of the such assignee, undertenant sublessee, or occupant other party as tenant, Tenant hereunder or a release of Tenant from the further performance by Tenant of all of the covenants on the part and obligations of Tenant herein contained. The In the event that Landlord shall consent by to a Transfer, Tenant shall pay to Landlord a fee equal to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten percent (10%) days thereafter, at Tenantof one month's expense, by filing rent for expenses incurred in connection with processing of documents necessary to the bond required by law, or otherwisegiving of such consent, and paying any other necessary sums, shall include with the request for consent a copy of the proposed transfer document and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien adequate financial information for brokerage services renderedthe proposed transferee.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, Not without the prior written consent of Landlord in each instance. If to assign this Lease be assignedLease, to make any sublease, or if to permit occupancy of the demised premises Premises or any part thereof be underlet or occupied by anybody anyone other than Tenant, Landlord may, after default voluntarily or by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver operation of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not law (it being understood that in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall Landlord consent to any permitted sublessee assign or encumber its such assignment, sublease or occupancy if the same is on terms more favorable to the successor occupant than to the then occupant); as additional rent, to reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. ▇▇▇▇▇▇▇▇'s consent to any proposed assignment or subletting is required both as to the terms and conditions thereof, and as to the creditworthiness of the proposed assignee or subtenant and the consistency of the proposed assignee's or subtenant's business with other uses and tenants in the Building. ▇▇▇▇▇▇▇▇'s consent to assignment or subletting by Tenant shall not be unreasonably withheld, provided that Tenant is not then in default under this Lease and such assignee or subtenant pays therefor the greater of the Annual Rent and additional rent then payable hereunder, or the then fair market rent for the Premises; and provided further sublet all that Landlord shall not be deemed unreasonable for withholding its consent to any assignment or subletting the arrangements for which are to be made through any broker other than Landlord or its affiliates. In the event that any assignee or subtenant pays to Tenant any amounts in excess of the Annual Rent and additional rent then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of its the Premises, Tenant shall promptly pay 50% of said excess to Landlord as and when received by Tenant after credit to Tenant for all reasonable out-of-pocket costs incurred by Tenant in connection therewith. If Tenant requests ▇▇▇▇▇▇▇▇'s consent to assign this Lease or sublet spacemore than 25% of the Premises, or otherwise suffer or permit Landlord shall have the sublet space or any part thereof option, exercisable by written notice to be used or occupied by othersTenant given within 10 days after receipt of such request, without Landlord's prior written consent in each instance. A modification, amendment or extension to terminate this Lease as of a sublease date specified in such notice which shall not be deemed less than 30 or more than 60 days after the date of such notice; If, at any time during the Term of this Lease, Tenant is: (i) a sublease. if any lien is filed against the demised premises corporation or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, trust (whether or not actually performedhaving shares of beneficial interest) and there shall occur any change in the identity of a majority of the persons then having power to participate in the election or appointment of the directors, trustees or other persons exercising like functions and managing the same affairs of Tenant; or (ii) a partnership or association or otherwise not a natural person (and is not a corporation or a trust) and there shall be discharged by occur any change in the identity of a majority of the persons who then are members of such partnership or association or who comprise Tenant; Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify shall so notify Landlord and its agents Landlord may terminate this Lease by notice to Tenant given within 90 days thereafter if, in Landlord's reasonable judgement; the credit of Tenant is thereby impaired. This paragraph shall not apply if the initial Tenant named herein is a corporation and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedthe outstanding voting stock thereof is listed on a recognized securities exchange.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (i) Tenant shall not assign, mortgage or encumber this Lease, nor underletsublet, or suffer or permit the demised premises Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. If this Lease be assigned, or if the demised premises Premises or any part thereof be underlet sublet or occupied by anybody anyone other than Tenant, without Landlord's prior written consent, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant subtenant or occupant, and apply the net amount collected to the rent herein reservedRent, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance by Landlord of the assignee, undertenant subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of its covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express Landlord's written consent in writing of Landlord to any further assignment or underletting. In no event subletting. (ii) For the purposes of this Lease, an "assignment" prohibited by this section shall be deemed to include the following: if Tenant is a partnership, a withdrawal or change (voluntary, involuntary, by operation of law, or otherwise) of any permitted sublessee assign of the partners thereof, or encumber its sublease the dissolution of the partnership; or, if Tenant consists of more than one person, a purported assignment, transfer, mortgage or further sublet all encumbrance (voluntary, involuntary, by operation of law, or otherwise) from one thereof to the other or others thereof; or, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or any portion change in the ownership (voluntary, involuntary, by operation of law, creation of new stock, or otherwise) of 50% or more of its sublet spacecapital stock from the ownership existing on the date of execution hereof, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by otherssale of 50% of the value of the assets of Tenant. (iii) Notwithstanding the foregoing, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within but upon ten (10) days thereafterdays' written notice to Landlord by Tenant, at this Lease may be assigned, or the Premises may be sublet, to any corporation which is a parent, subsidiary or affiliate of Tenant. For the purposes of this section, a "parent" shall mean a corporation which owns 100% of the outstanding stock of Tenant, a "subsidiary" shall mean any corporation 100% of whose outstanding stock shall be owned by Tenant, and an "affiliate" shall mean any corporation 100% of whose outstanding stock shall be owned by Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedparent.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage assign this Lease or encumber this Lease, nor underletany interest therein, or suffer sublet the Premises or any portion thereof or permit other persons to occupy the demised premises Premises or any part thereof to be used thereof, or occupied by othersgrant any license or concession for all or any part of the Premises, without the prior written consent of Landlord Landlord, which consent may be granted or withheld in each instancethe sole and absolute discretion of Landlord, and no permitted assignment or subletting shall relieve Tenant of Tenant's covenants and agreements hereunder. If No assignment or transfer of this Lease may be assignedeffected by merger, consolidation, dissolution, operation of law or if otherwise without the demised premises prior written consent of Landlord, which consent may be granted or withheld in the sole and absolute discretion of Landlord. The consent of Landlord to any part thereof be underlet one assignment or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection sublease pursuant hereto shall not be deemed to be a waiver of the provisions hereofof this Section with respect to any subsequent assignment or sublease. Each such permitted sublease or assignment shall expressly be made subject to the provisions of this Lease, including without limitation, the acceptance use provisions hereof. No assignment or sublet may violate any then existing exclusive uses of other tenants in the Shopping Center or restrictions otherwise binding on tenants of the assigneeShopping Center nor the primary use of any other tenant in the Shopping Center. If Tenant assigns its rights and interests under this Lease, undertenant the assignee under such assignment shall expressly assume all of the obligations of Tenant hereunder, but such assignment and assumption shall not amend or occupant otherwise affect any of the rights of Landlord under this Lease nor shall it affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full effect as tenantobligations of a principal and not as obligations of a guarantor or surety to the same extent as though no assignment had been made. If Tenant shall assign this Lease or sublease the Premises for rent or other consideration in excess of the rent payable hereunder, Landlord shall receive all such excess rent or other consideration as additional rent hereunder. The assignee or sublessee shall be required to make all payments due to Landlord and Landlord shall thereafter, in a prompt manner, remit to Tenant any amounts that may be due Tenant. Tenant shall, concurrently with the execution and delivery of any such permitted assignment or sublease, deliver a duplicate original thereof to Landlord. If Tenant is a partnership, then any dissolution of Tenant or a release withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a subleasevoluntary assignment of this Lease. if If Tenant is a corporation, then any lien is filed against the demised premises dissolution, merger, consolidation or the building other reorganization of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performedany sale or transfer of a controlling interest of the capital stock of Tenant, the same shall be discharged by Tenant deemed an assignment of this Lease. A sale of substantially all of the merchandise on the Premises to one purchaser shall be treated as and deemed to be an assignment of this Lease within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedforegoing provisions of this Section.

Assignment and Subletting. 9.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Leaseagreement, nor underlet, or suffer or nor suffer, nor permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease lease be assigned, or if the demised premises Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instance. 9.02 If Tenant shall at any time or times during the term of this lease desire to assign this lease or sublet all or part of the Demised Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (a) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be not less than 60 nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. A modification, amendment or extension of a sublease Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, (i) sublease such space (hereinafter referred to as the “Leaseback Space”) from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) terminate this lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises), or (iii) terminate this lease with respect to the Leaseback Space (if the proposed transaction is a sublease of part of the Demised Premises). Said options may be exercised by Landlord by notice to Tenant at any time within 60 days after such notice has been given by Tenant to Landlord; and during such 60 day period Tenant shall not assign this lease nor sublet such space to any person. 9.03 If Landlord exercises its option to terminate this lease in the case where Tenant desires either to assign this lease or sublet all or substantially all of the Demised Premises, then, this lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, and the fixed rent and additional rent shall be paid and apportioned to such date. 9.04 If Landlord exercises its option to terminate this lease in part in any case where Tenant desires to sublet part of the Demised Premises, then, (a) this lease shall end and expire with respect to such part of the Demised Premises on the date that the proposed sublease was to commence; (b) from and after such date the fixed rent and additional rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises; and (c) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in physically separating such part of the Demised Premises from the balance of the Demised Premises and in complying with any laws and requirements of any public authorities relating to such separation. 9.05 If Landlord exercises its option to sublet the Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall be at the lower of (i) the rental rate per rentable square foot of fixed rent and additional rent then payable pursuant to this lease or (ii) the rentals set forth in the proposed sublease. if any lien is filed against the demised premises or the building of which , and shall be for the same form a part for brokerage services claimed term as that of the proposed subletting, and such sublease shall: (a) be expressly subject to have been performed for Tenantall of the covenants, whether agreements, terms, provisions and conditions of this lease except such as are irrelevant or not actually performedinapplicable, and except as otherwise expressly set forth to the contrary in this Section; (b) be upon the same terms and conditions as those contained in the proposed sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section; (c) give the sublessee the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the Leaseback Space or any part or parts of the Leaseback Space and to make any and all changes, alterations, and improvements in the space covered by such sublease and if the proposed sublease will result in all or substantially all of the Demised Premises being sublet, grant Landlord or its designee the option to extend the term of such sublease for the balance of the term of this lease less one (1) day; (d) provide that any assignee or further subtenant, of Landlord or its designee, may, at the election of Landlord, be permitted to make alterations, decorations and installations in the Leaseback Space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in the Leaseback Space therein made by any assignee or subtenant of Landlord or its designee may be discharged removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to that portion of the Leaseback Space caused by such removal; and (e) also provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant at Tenant’s expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from the Leaseback Space so sublet by Tenant within ten to Landlord or its designee, (10iv) days thereafterLandlord, at Tenant's ’s expense, may make such alterations as may be required or deemed necessary by filing Landlord to physically separate the bond required Leaseback Space from the balance of the Demised Premises and to comply with any laws and requirements of public authorities relating to such separation, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by lawsuch sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition. (a) If Landlord exercises its option to sublet the Leaseback Space, Landlord shall indemnify and save Tenant harmless from all obligations under this lease as to the Leaseback Space during the period of time it is so sublet to Landlord; (b) Performance by Landlord, or otherwiseits designee, under sublease of the Leaseback Space shall be deemed performance by Tenant of any similar obligation under this lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this lease, nor shall Tenant be liable for any default under this lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the Tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease; and (c) Tenant shall have no obligation, at the expiration or earlier termination of the term of this lease, to remove any alteration, installation or improvement made in the Leaseback Space by Landlord. 9.07 In the event Landlord does not exercise an option provided to it pursuant to Section 9.02 and providing that Tenant is not in default of any of Tenant’s obligations under this lease after notice and the expiration of any applicable grace period, Landlord’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that: (a) Tenant shall have complied with the provisions of Section 9.02 and Landlord shall not have exercised any of its options under said Section 9.02 within the time permitted therefor; (b) In Landlord’s reasonable judgment the proposed assignee or subtenant is engaged in a business and the Demised Premises, or the relevant part thereof, will be used in a manner which (i) is in keeping with the then standards of the Building, (ii) is limited to the use expressly permitted under this lease, and paying (iii) will not violate any negative covenant as to use contained in any other necessary sumslease of space in the Building; (c) The proposed assignee or subtenant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof; (d) Neither (i) the proposed assignee or sublessee nor (ii) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee or any person who controls the proposed assignee or sublessee, is then an occupant of any part of the Building; (e) The proposed assignee or sublessee is not a person with whom Landlord has negotiated or is negotiating to lease space in the Building; (f) The form of the proposed lease shall be in form reasonable satisfactory to Landlord and shall comply with the applicable provisions of this Article; (g) There shall not be more than one (1) subtenant (including Landlord or its designee) of the Demised Premises; (h) The amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current market rent per rentable square foot for the Demised Premises as though the Demised Premises were vacant, and the rental and other terms and conditions of the sublease are the same as those contained in the proposed sublease furnished to Landlord pursuant to Section 9.02; (i) Tenant shall not have (i) advertised or publicized in any way the availability of the Demised Premises without prior notice to and approval by Landlord, nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental, (ii) listed the Demised Premises for subletting or assignment, with a broker, agent or representative other than the then managing agent of the Building or other agent designated by Landlord, or otherwise at a rental rate less than the greater of (1) the fixed rent and additional rent then payable hereunder for such space, or (2) the fixed rent and additional rent at which Landlord is then offering to lease other space in the Building. (j) The sublease shall not allow the use of the Demised Premises or any part thereof for (i) the preparation and/or sale of food for on or off premises consumption or (ii) for use by a foreign or domestic governmental agency. Except for any subletting by Tenant to Landlord or its designee pursuant to the provisions of this Article, each subletting pursuant to this Article shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this lease. Notwithstanding any such subletting to Landlord or any such subletting to any other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the fixed rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant (except as provided in Section 9.05) shall or will be made except upon compliance with and subject to the provisions of this Article. If Landlord shall decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise any of its options under Section 9.02, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar or similar compensation in connection with the proposed assignment or sublease; and (k) Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with any proposed assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs incurred in connection with the granting of any requested consent. (l) It shall be an affirmative obligation of Tenant to comply with the provisions of this Section 9.07 and Tenant’s Failure to do so shall be a default under the terms of this Lease. (m) Sections 9.07(d), (e) and (i) shall be affirmative obligations of Tenant, and Tenant agrees that it will obtain Landlord’s consent prior to indemnify advertising, publicizing or listing the Demised Premises for a sublet or assignment Tenant also agrees that it will not contact or discuss a sublet or assignment with any person in connection with Sections 9.07(d) or (e) hereinabove. 9.08 In the event that (a) Landlord fails to exercise any of its options under Section 9.02 and consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within 90 days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 9.02 before assigning this lease or subletting all or part of the Demised Premises. 9.09 With respect to each and every sublease or subletting authorized by Landlord under the provisions of this lease, it is further agreed: (a) no subletting shall be for a term ending later than one day prior to the expiration date of this lease; (b) no sublease shall be valid, and no subtenant shall take possession of the Demised Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord; and (c) each sublease shall provide that it is subject and subordinate to this lease and to the matters to which this lease is or shall be subordinate, and that in the event of termination, re-entry or dispossess by Landlord under this lease Landlord may, at its agents option, take over all of the right, title and hold them harmless from interest of Tenant, as sublessor, under such sublease, and against such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any and all claimsprevious act or omission of Tenant under such sublease, losses or liability resulting from (ii) be subject to any offset, not expressly provided in such lien for brokerage services rendered.sublease, which the

Assignment and Subletting. Tenant(a) Except for an entity over which ▇▇▇ ▇▇▇▇▇▇ controls at least a 51% interest, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it the Lessee shall not assign, mortgage or encumber this Lease, nor underletin whole or in part, or suffer sublet all or permit any part of the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instanceLessor. The consent by Lessor of any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. The prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease be assigned, assigned or if the demised premises or any part thereof be underlet or occupied by anybody other than TenantLessee, Landlord may, after default by Tenant, Lessor may collect rent from the assignee, undertenant assignee or occupant, occupant and apply the net amount collected to the rent herein reserved, ; but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereof, this provision or the acceptance of the assignee, undertenant under subtenant, or occupant as tenantLessee, or or, except as otherwise provided in this Lease, as a release of Tenant Lessee from the further performance by Tenant Lessee of covenants the terms, covenants, conditions and/or provisions of this Lease on the Lessee's part of Tenant herein containedto be performed hereunder. The consent by Landlord to an Notwithstanding any assignment or underletting sublease, Lessee shall remain fully liable and shall not in be released from Lessee's obligations under this Lease. If Lessee is a corporation and if any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment transfer, sale, pledge or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion other disposition of its sublet spacecommon stock shall occur, or otherwise suffer or permit power to vote the sublet space or any part thereof to majority of the outstanding capital stock be used or occupied by otherschanged, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease such change shall be deemed a subleasematerial default hereunder, and Lessor shall have the right at its option to terminate this Lease upon five (5) days notice to Lessee. In such event, however, Lessee shall remain liable to Lessor hereunder, as in the case of any other default. (b) Any proposed assignment or sub-lease shall be subject to the delivery by Tenant to Landlord of the following documents: 1. In the event that the assignee or sub-lessee shall be a corporation, a copy of the corporation's certificate of incorporation and the filing receipt of the Secretary of State of the state in which said corporation was incorporated, showing proof of incorporation of said corporation; and, if any lien is said corporation was not incorporated under the laws of the State of New York, a certified copy of the Certificate of Authority issued by the Secretary of State by the State of New York, authorizing said corporation to conduct business in the State of New York; 2. In the event that the assignee or sub-lessee shall be a partnership or a limited partnership, a copy of its articles of partnership or limited partnership and all amendments thereof or modifications thereto; 3. A certified copy of every Assumed Name Certificate of the assignee or sub-lessee required to be filed against with the demised premises Secretary of State of the State of New York or the building County Clerk of the County of Suffolk, as the case may be, pursuant to Section 130 of the General Business Law of the State of New York; 4. An affidavit signed by an officer of the assignee or sub-lessee, if the assignee or sub-lessee shall be a corporation; or by a general partner of the assignee or sub-lessee, if the assignee or sub-lessee shall be a partnership or limited partnership, certifying the names, residence addresses, residence phone numbers and social security numbers of each principal of the assignee or sub-lessee and the positions held by each of them in the assignee or sub-lessee (including the percentage of interest held by each partner in the partnership or limited partnership, and the offices, directorships and the number of shares of stock held in any corporate assignee or sub-lessee) ; 5. A written instrument signed and acknowledged before a notary public by the tenant and the assignee or sub-lessee, as appropriate, by which the same form a part for brokerage services claimed to faithful performance of all of the terms, covenants, conditions and provisions of the Lease have been performed for Tenantassumed by the assignee or sub-lessee, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees with corporate seal affixed to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.said instrument;

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersnot, without the prior written consent of Landlord in each instance. If (which consent may be withheld arbitrarily) (i) assign, convey or mortgage this Lease be assignedor any interest hereunder (ii) permit to occur or permit to exist, any assignment of this Lease, any lien upon the Lease, the Premises or Tenant’s interest therein, or if any change in the demised premises control of Tenant (of any level), by sale of stock, transfer of partnership interest, merger, operation of law or any other manner, in a single transaction or series of transactions; (iii) sublet the Premises or any part thereof be underlet thereof; or occupied (iv) permit the use of the Premises by anybody any parties other than TenantTenant and its employees, provided however, that Landlord’s consent shall not be unreasonably withheld in the case of any assignment by Tenant to OpNext Inc. or any majority owned Subsidiary of OpNext Inc. that is operating the Business in Japan for so long as (a) Landlord may, after default by Tenant, collect rent from and its Affiliates directly or indirectly hold voting securities of OpNext Inc. representing a majority voting interest in OpNext Inc. or have the assignee, undertenant or occupant, and apply the net amount collected right to designate a majority of OpNext Inc. directors pursuant to the rent herein reservedStockholder’s Agreement, but no assignment(b) Tenant remains liable for the performance of any such assignee’s obligations hereunder and any liability incurred for the performance of any such assignee’s obligations hereunder and any liability incurred in connection therewith, underletting, occupancy or collection (c) such assignment does not results in any additional costs for which Landlord shall be deemed a waiver of liable and (d) such assignee is located in Japan that is engaged in the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release same Business of Tenant from for the further performance by Tenant of covenants use as contemplated in Section 3 above. Any such action on the part of Tenant herein containedshall be void and of no effect. Landlord’s consent to any assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under his Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer. Except for the agreement of Landlord setforth in Section 4 (b) herein, Landlord shall have the absolute right to assign or otherwise transfer its interest in this Lease to any parent or operating Subsidiary of Landlord or Landlord’s parent, or Subsidiary of the parent of Landlord or Landlord’s parent, or to a corporation with which Landlord or Landlord’s parent may merge or consolidate, or to any entity or person acquiring a majority of all of Landlord’s assets. The consent by Landlord to an assignment parties agree that this Lease does not restrict or underletting shall not refer in any way be construed manner to relieve Tenant from obtaining the express consent a change in writing control or change in shareholders, directors, management or organization of Landlord to any further assignment Landlord’s parent or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all Landlord, or any portion Subsidiary, Affiliate or associate of its sublet spacethe parent of Landlord’s parent or Landlord, or otherwise suffer to the issuance, sale, purchase or permit disposition of the sublet space shares of Landlord’s parent or Landlord, or any part thereof to be used Subsidiary, Affiliate or occupied by others, without associate of Landlord's prior written consent in each instance. A modification, amendment ’s parent or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedLandlord.

Assignment and Subletting. Tenant(a) Except as otherwise provided in this Paragraph 17, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber assign this Lease, nor underletor any interest, voluntarily or involuntarily, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Tenant excepted) to occupy or permit use the demised premises Premises, or any part thereof to be used or occupied by othersportion thereof, without the prior written consent of Landlord in each instance. If instance pursuant to the terms and conditions set forth below, which consent shall not be unreasonably withheld or delayed, subject to the following provisions; provided, however, Tenant shall not assign this Lease be assignedLease, or if any interest, voluntarily or involuntarily, and shall not sublet the demised premises Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Tenant excepted) to occupy or use the Premises, or any portion thereof, if Tenant shall be underlet in default under this Lease past any applicable cure period. (b) Prior to any assignment or occupied by anybody sublease which Tenant desires to make, other than a Permitted Transfer (as defined in Paragraph 17(f) below), Tenant shall provide to Landlord the name and address of the proposed assignee or sublessee, and true and complete copies of all documents relating to Tenant’s prospective agreement to assign or sublease, a copy of a current financial statement for such proposed assignee or sublessee, and any other relevant information requested by Landlord within five (5) days after receipt of notice of the proposed assignment or sublease and Tenant shall specify all consideration to be received by Tenant for such assignment or sublease in the form of lump sum payments, installments of rent, or otherwise. For purposes of this Paragraph 17, the term “consideration” shall include all money or other consideration to be received by Tenant for such assignment or sublease. Within ten (10) days after the receipt of such documentation and other information, Landlord (1) shall notify Tenant in writing that Landlord elects to consent to the proposed assignment or sublease subject to the terms and conditions hereinafter set forth; (2) shall notify Tenant in writing that Landlord refuses such consent, specifying reasonable grounds for such refusal; or (3) except with respect to a Permitted Transferee, if at the time Tenant requests that Landlord consent to an assignment or sublease Tenant has vacated the Premises and is not conducting on-going operations in the Building, Landlord may notify Tenant that Landlord elects to terminate this Lease, provided that with respect to a proposed sublease of a portion of the Premises, Landlord’s termination right shall apply only to the proposed sublease space, and specifying the effective date of termination which shall be the same as the commencement date of the proposed sublease. If Landlord elects to terminate this Lease pursuant to the foregoing provision, upon the effective date of termination, Landlord and Tenant shall each be released and discharged from any liability or obligation to the other under this Lease accruing thereafter with respect to the Premises or the portion thereof to which the termination applies, except for any obligations then outstanding and except for any obligations which survive the expiration or termination of this Lease by the express terms hereof, and Tenant agrees that Landlord may enter into a direct lease with such proposed assignee or sublessee without any obligation or liability to Tenant. In deciding whether to consent to any proposed assignment or sublease, Landlord may take into account whether reasonable conditions have been satisfied, including, but not limited to, the following: (1) In Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in such a business, that the Premises, or the relevant part thereof, will be used in such a manner which complies with Paragraph 8 hereof entitled “Use” and Tenant or the proposed assignee or sublessee submits to Landlord documentary evidence reasonably satisfactory to Landlord that such proposed use constitutes a permitted use of the Premises pursuant to the ordinances and regulations of the City of Union City; (2) The proposed assignee or subtenant is a reputable entity or individual with sufficient financial net worth so as to reasonably indicate that it will be able to meet its obligations under this Lease or the sublease in a timely manner; (3) If at the time of the proposed transfer, Landlord has substantially similar space available for rent in Union City Labs, the proposed assignee or subtenant is not a tenant of the Building or any other building in Union City Labs; and (4) The proposed assignment or sublease is approved by ▇▇▇▇▇▇▇▇’s mortgage lender if such lender has the right to approve or disapprove proposed assignments or subleases. Landlord shall use its good faith efforts to obtain such approval from its lender within ten (10) days after receipt by Landlord of Tenant’s written request for consent and the documentation and information referred to in the first sentence of Paragraph 17(b) above. (c) As a condition to Landlord’s granting its consent to any assignment or sublease, except with respect to any Permitted Transferees, (1) Landlord may require that Tenant pay to Landlord, as and when received by ▇▇▇▇▇▇, fifty percent (50%) of the amount of any excess of the consideration to be received by Tenant in connection with said assignment or sublease over and above the Monthly Base Rent and Additional Rent fixed by this Lease and payable by Tenant to Landlord, after deducting only (A) a standard leasing commission payable by Tenant in consummating such assignment or sublease, (B) the cost of reasonable tenant improvements performed specifically for the sublease and required to be made to the Premises to effectuate the sublease, provided that such improvements are performed in compliance with Paragraph 14(d) of this Lease, and (C) reasonable attorneys’ fees incurred by Landlord in negotiating and reviewing the assignment or sublease documentation; and (2) Tenant and the proposed assignee or sublessee shall demonstrate to Landlord’s reasonable satisfaction that each of the criteria referred to in subparagraph (b) above is satisfied. (d) Each assignment or sublease agreement to which Landlord has consented shall be an instrument in writing in form reasonably satisfactory to Landlord, and shall be executed by both Tenant and the assignee or sublessee, as the case may be. Each such assignment or sublease agreement shall recite that it is and shall be subject and subordinate to the provisions of this Lease, that the assignee or sublessee accepts such assignment or sublease, that Landlord’s consent thereto shall not constitute a consent to any subsequent assignment or subletting by Tenant or the assignee or sublessee, and, except as otherwise set forth in a sublease approved by ▇▇▇▇▇▇▇▇, agrees to perform all of the obligations of Tenant hereunder (to the extent such obligations relate to the portion of the Premises assigned or subleased), and that the termination of this Lease shall, at Landlord’s sole election, constitute a termination of every such assignment or sublease. (e) In the event Landlord shall consent to an assignment or sublease, Tenant shall nonetheless remain primarily liable for all obligations and liabilities of Tenant under this Lease, including but not limited to the payment of rent. (f) Notwithstanding the foregoing, Tenant may, after without Landlord’s prior written consent and without any participation by Landlord in assignment and subletting proceeds, but with prior notice and documentation, as required pursuant to this Paragraph 17(f), provided to Landlord, sublet a portion or the entire Premises or assign this Lease to (i) a subsidiary, affiliate, division or corporation controlled or under common control with Tenant (“affiliate”); or (ii) to a successor corporation related to Tenant by merger, consolidation or reorganization, or to a purchaser of substantially all of Tenant’s assets (each such transaction referred to herein as a “Permitted Transfer” and each of the foregoing transferees referred to herein as a “Permitted Transferee”), provided that any such Permitted Transferee shall have a current verifiable net worth prior to the transfer at least equal to that of Tenant immediately prior to the effective date of the Permitted Transfer, or, if less, financial resources sufficient, in Landlord’s reasonable good faith judgment, to perform the obligations under the assignment or sublease, as applicable. Tenant’s foregoing rights in this Paragraph 17(f) to assign this Lease or to sublease all or a portion of the entire Premises shall be subject to the following conditions: (1) Tenant shall not be in default hereunder past any applicable cure period; (2) in the case of an assignment or subletting to an affiliate, Tenant shall remain liable to Landlord hereunder if Tenant is a surviving entity; (3) the transferee or successor entity shall expressly assume in writing all of Tenant’s obligations hereunder; and (4) Tenant shall provide Landlord with prior notice of such proposed transfer and deliver to Landlord all documents reasonably requested by Landlord relating to such transfer, including but not limited to documentation sufficient to establish such proposed transferee’s current verifiable net worth prior to the transfer at least equal to that of Tenant as of the immediately prior to the effective date of the Permitted Transfer, or, if less, financial resources sufficient, in Landlord’s reasonable good faith judgment, to perform the obligations under the assignment or sublease, as applicable. (g) Neither the sale nor transfer of Tenant’s capital stock shall be deemed an assignment, subletting, or other transfer of this Lease or the Premises, provided, that in the event of the sale, transfer or issuance of Tenant’s securities to an affiliate or in connection with a transaction described in Paragraph 17(f), the conditions set forth in Paragraph 17(f) shall apply. (h) Subject to the provisions of this Paragraph 17 any assignment or sublease (if such consent is required hereunder) without Landlord’s prior written consent shall at Landlord’s election be void. The consent by Landlord to any assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 17, including the requirement of Landlord’s prior written consent, with respect to any subsequent assignment or sublease. If Tenant shall purport to assign this Lease, or sublease all or any portion of the Premises, or permit any person or persons other than Tenant to occupy the Premises, without Landlord’s prior written consent (if such consent is required hereunder), Landlord may collect rent from the assignee, undertenant person or occupant, persons then or thereafter occupying the Premises and apply the net amount collected to the rent herein reservedreserved herein, but no assignment, underletting, occupancy or such collection shall be deemed a waiver of the provisions hereofLandlord’s rights and remedies under this Paragraph 17, or the acceptance of the any such purported assignee, undertenant sublessee, or occupant as tenantoccupant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting . (i) Tenant shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign hypothecate or encumber its sublease interest under this Lease or further sublet any rights of Tenant hereunder, or enter into any license or concession agreement respecting all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by othersPremises, without Landlord's ▇▇▇▇▇▇▇▇’s prior written consent which consent Landlord may grant or withhold in each instanceLandlord’s absolute discretion without any liability to Tenant. A modificationTenant’s granting of any such encumbrance, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by lawlicense, or otherwise, and paying concession agreement shall constitute an assignment for purposes of this Paragraph 17. (j) In the event of any other necessary sums, and Tenant agrees to indemnify sale or exchange of the Premises by Landlord and its agents assignment of this Lease by Landlord, Landlord shall, upon providing Tenant with written confirmation that the assignee has assumed all obligations of Landlord under this Lease and hold them harmless from Landlord has delivered any Security Deposit held by Landlord to Landlord’s successor in interest, be and against hereby is entirely relieved of all liability under any and all claimsof Landlord’s covenants and obligations contained in or derived from this Lease with respect to the period commencing with the consummation of the sale or exchange and assignment. (k) Tenant hereby acknowledges that the foregoing terms and conditions are reasonable and, losses therefore, that Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue the Lease in effect after ▇▇▇▇▇▇’s breach and abandonment and recover rent as it becomes due, if ▇▇▇▇▇▇ has the right to sublet or liability resulting from such lien for brokerage services renderedassign, subject only to reasonable limitations).

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it A. Tenant shall not have the right to assign, mortgage sublet, transfer or encumber this Lease, nor underletor any interest therein, by operation of law or suffer otherwise without the prior consent of Landlord. Any assignee, sublessee or permit transferee of Tenant's interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer shall relieve Tenant of its liability hereunder. Upon the demised occurrence of an "event of default" as hereinafter defined, if the premises or any part thereof are then assigned or sublet, Landlord, in addition to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assignedany other remedies herein provided, or if the demised premises provided by law, 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 rent against any part thereof be underlet or occupied by anybody other than Tenant, sums due to Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord Tenant's obligations hereunder. B. If this Lease is assigned to any further assignment person or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion entity pursuant to the provisions of its sublet spacethe Bankruptcy Code, or otherwise suffer or permit 11 U.S.C. Section 101 et seq., (the sublet space or any part thereof to be used or occupied by others"Bankruptcy Code"), without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsmonies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, losses shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or liability resulting from of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. C. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and after the date of such lien for brokerage services renderedassignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.

Assignment and Subletting. 9.1 Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assignmake, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises such assignment, subleasing or any part thereof to be used or occupied by othersoccupancy, without the prior written consent of Landlord, such consent not to be unreasonably withheld, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least thirty (30) days but no more than one hundred eighty (180) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial reports and other relevant financial information of the proposed subtenant or assignee. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in each instance. If this Lease be assignedand for compliance with all of its other obligations under the terms, or provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the demised premises Premises or any part thereof be underlet of them are then assigned or occupied sublet, Landlord, in addition to any other remedies provided in this Lease or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant under this Lease, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant novation or occupant as tenant, or a release of Tenant from the further performance of Tenant’s obligations under this Lease. 9.3 In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within sixty (60) days following Landlord’s receipt of covenants Tenant’s written notice as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall ▇▇▇▇▇ proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission obligation on the part of Tenant herein contained. The consent by Landlord with respect to an this Lease, and any commissions which may be due and owing as a result of any proposed assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenantsubletting, whether or not actually performedthe Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant. 9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as additional rent an amount equal to seventy-five percent (75%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant, but after Tenant has first recovered, out of 100% of increased rent, its reasonable attorneys’ fees, leasing commissions and tenant improvement costs incurred in connection with such transfer. As used in this Section, “Increased Rent” shall mean the same excess of (i) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be discharged valued at its fair market value as determined by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedin good faith.

Assignment and Subletting. A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Leaselease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent Landlord may withhold for any or no reason whatsoever, except as may hereinafter be provided. The direct or indirect transfer of the beneficial or record ownership of (a) a majority of the issued and outstanding capital stock of any corporate tenant or subtenant of this lease or (b) a majority of the total equity or voting interests or rights in any partnership or limited liability company tenant or subtenant or any other form of entity or organization, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, or the conversion of a tenant or subtenant entity to another form of entity including, without limitation, a limited liability company or a limited liability partnership, or a transfer of control of any entity shall, in each case, be deemed an assignment of this lease or of such sublease. The merger or consolidation of a tenant or subtenant, whether a corporation, partnership, limited liability company or other form of entity or organization, shall be deemed an assignment of this lease or of such sublease. If this Lease lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instance. A material modification, material amendment or any extension of a sublease shall be deemed a sublease. if If any lien is filed against the demised premises or the building Building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten thirty (1030) days thereafter, at Tenant's ’s expense, by filing the bond required permitted by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. For the purposes of this Article, an “interest” shall mean an estate, license, easement, use, profit or other claim with respect to real property or a right to participate, directly or indirectly, through one or more intermediaries, nominees, trustees or agents, in the decision making respecting any entity or other organization or any of the profits, losses, dividends, distributions, income, gain, losses or capital of any entity or other organization. B. If Tenant desires to assign this lease (other than to a “Permitted Transferee,” as defined herein), or sublet all or substantially all of the premises (other than to a “Permitted Transferee,” as defined herein) for all or substantially all of the remainder of the term hereof, then Tenant shall give written notice of such desire to Landlord (the “Disposition Notice”) and Tenant shall be obligated to obtain Landlord’s consent with respect thereto. The Disposition Notice shall: (i) with respect to a proposed assignment of this lease, identify the date on which Tenant desires to have such assignment be effective (the “Assignment Effective Date”); or (ii) with respect to a proposed subletting of all or substantially all of the demised premises for all or substantially all of the balance of the term hereof, identify the following: (A) the square footage and location of the portion of the premises Tenant proposes to sublease, and (B) the date on which Tenant desires to have such subletting be effective (the “Sublease Effective Date”) and the proposed expiration date thereof. Within thirty (30) days after Landlord’s receipt of the Disposition Notice with respect to a proposed assignment of this lease, Landlord shall have the right, exercisable by written notice to Tenant, to accelerate the Expiration Date to the Assignment Effective Date (the “Assignment Recapture Right”). Within thirty (30) days after Landlord’s receipt of the Disposition Notice with respect to a proposed subletting of all or substantially all of the demised premises for all or substantially all of the balance of the term hereof, Landlord shall have the right, exercisable by written notice to Tenant, to terminate this lease as to such proposed sublet space (the “Recapture Space”) as of the Sublease Effective Date (the “Sublet Recapture Right”; the Assignment Recapture Right and Sublet Recapture Right are sometimes collectively referred to as the “Recapture Right”). If Landlord exercises the Sublet Recapture Right, then (1) Tenant shall, at its sole cost and expense, separately demise the remaining portion of the Premises from the Recapture Space; and (2) as of the Sublease Effective Date Tenant shall have no obligations under this lease with respect to the Recapture Space. If Tenant desires to sublease less than all or substantially all of the demised premises, or if the term of any proposed sublease is for less than all or substantially all of the balance of the term of this lease, then Landlord will not be permitted to recapture the subject portion of the demised premises but Tenant will nevertheless be obligated to obtain Landlord’s consent to such proposed sublease on the terms provided herein. For purposes hereof, (x) the term “all or substantially all” of the demised premises shall mean at least eighty (80%) percent of the rentable square footage of the demised premises and (y) the term “all or substantially all of the balance of the term” of this lease shall mean a proposed sublease the expiration date of which extends into the last twelve (12) months of the term of this lease. C. If Tenant requests Landlord’s consent to a specific assignment or subletting, or in any other circumstance where Tenant is required to provide the information described in this Section 4.C, Tenant shall submit in writing to Landlord (a) the name and address of the proposed assignee or subtenant, (b) a duly executed counterpart of the proposed agreement of assignment or sublease, (c) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or subtenant, and as to the nature of its proposed use of the space, and (d) banking, financial or other credit information relating to the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant. D. If Landlord shall not have accepted Tenant’s offer, as provided in Section 4.B, then Landlord will, subject to Section 4.F below, not unreasonably withhold, condition or delay its consent to Tenant’s request for consent to such specific assignment or subletting. Any consent of Landlord under this Article shall be subject to the terms of this Article and the effectiveness of any assignment or sublease under this Article shall be conditioned upon there being no default by Tenant, beyond any grace period, under any of the monetary or material non-monetary terms, covenants and conditions of this lease at the time that Landlord’s consent to any such subletting or assignment is requested and on the date of the commencement of the term of any proposed sublease or the effective date of any proposed assignment. E. Tenant understands and agrees that no assignment or subletting shall be effective unless and until Tenant, upon receiving any necessary Landlord’s written consent (and unless it was theretofore delivered to Landlord) causes a duly executed copy of the sublease or assignment to be delivered to Landlord within ten (10) days after execution thereof. Any such sublease shall provide that the subtenant shall comply with all applicable terms and conditions of this lease to be performed by Tenant hereunder. Any such assignment of lease shall contain an assumption by the assignee of all of the terms, covenants and conditions of this lease to be performed by Tenant. Neither the listing of a name other than that of Tenant, whether on the doors of the demised premises, the building directory or otherwise, nor the issuance of an ID badge or building pass shall vest any right or interest in this lease or the demised premises and shall not be deemed to be the consent of Landlord to any assignment or transfer of this lease, to any sublessee or licensee of the demised premises, or to any use or occupancy thereof by anyone not Tenant. F. Anything herein contained to the contrary notwithstanding: (i) Tenant shall not advertise (but may list with brokers) its space for assignment or subletting at a rental rate lower than the greater of (a) the then Building rental rate for such space and (b) the rental rate then being paid by Tenant to Landlord. (ii) The transfer of outstanding capital stock of any corporate tenant, for purposes of this Article, shall not include sale of such stock by persons other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934 as amended, and which sale is effected through the “over the counter market” or through any recognized stock exchange. (iii) No assignment or subletting shall be made: (a) To any person or entity which shall at that time be a tenant, subtenant or other occupant (or an affiliate thereof) of any part of the Building of which the demised premises form a part, or who dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to space in the Building during the twelve (12) months immediately preceding Tenant’s request for Landlord’s consent if comparable space is available for lease directly from Landlord elsewhere in the Building or if Landlord reasonably expects that comparable space will become available during the upcoming six (6) month period; (b) By the legal representatives of Tenant or by any person to whom Tenant’s interest under this lease passes by operation of law, except in compliance with the provisions of this Article; (c) To any person or entity for the conduct of a business which is not in keeping with the standards and the general character of the Building of which the demised premises form a part or whose business violates any then restrictive covenant or use restriction contained in any lease or other agreement affecting the Building; (d) To more than two (2) subtenants; (e) For a sublease term that shall expire not later than one (1) day prior to the expiration of the term of this lease; (f) For any use of the premises other than a use permitted pursuant to Article 1 hereof; or (g) Which would result in more than three (3) occupants (including Tenant) occupying the entire demised premises. (iv) Intentionally deleted. (v) No subtenant shall have a right to sublet further or assign its sublease without obtaining Landlord’s prior written consent thereto. (vi) Except with respect to a sublease to Landlord made in accordance with the provisions of Section 4.B above, any sublease shall provide that if this lease is rejected pursuant to Section 365 of the Bankruptcy Code or any similar or successor statute, (a) such rejection shall be treated by the subtenant as a termination of the term of this lease notwithstanding any contrary interpretation given by law to such rejection and (b) notwithstanding any such rejection/termination, the subtenant shall, at the option of Landlord, attorn to Landlord and will perform for Landlord’s benefit all the terms, covenants and conditions of such sublease as if such sublease were a direct lease between Landlord and such subtenant. (vii) Any assignment of this lease shall be subject to the provisions of Article 1 hereof, the terms of which shall be controlling if any term of this Article conflicts with any term of Article 1 and have precedence over this Article. (viii) No assignment of less than all of Tenant’s interest in this lease is permitted. (ix) No assignment or subletting shall be effective if Tenant is then in default of any payment or other material obligation to be performed under this lease. G. Anything herein above contained to the contrary notwithstanding (but subject to the provisions of Section 4.J below), the Recapture Right shall not apply to, and Landlord’s consent shall not be required with respect to an assignment of this lease or a sublease of all or part of the demised premises, to the sole parent of Tenant or to a wholly-owned subsidiary of Tenant or of said parent of Tenant, provided the net worth of the transferee or subtenant, after such transaction, is equal to or greater than the greater of Tenant’s net worth on the date hereof or immediately prior to such transaction, and provided also that any such transaction complies with the other provisions of this Article. Tenant shall provide Landlord with banking, financial or other credit information relating to the Tenant and the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the net worth of Tenant worth on the date hereof or immediately prior to such transaction, and the net worth of the assignee or subtenant immediately following such transaction. H. Anything herein above contained to the contrary notwithstanding (but subject to the provisions of Section 4.F(viii) above and Section 4.J below), the Recapture Right shall not apply to, and Landlord’s consent shall not be required with respect to an assignment of this lease, or sublease of all or part of the demised premises, to any corporation (a) to which substantially all the assets of Tenant are transferred or (b) into which Tenant may be merged or consolidated, provided that the net worth of such transferee or of the resulting or surviving corporation, as the case may be, is equal to or greater than the net worth of Tenant and of any guarantor of this lease immediately prior to such transfer or on the date hereof, whichever is greater, and provided, also, that any such transaction complies with the other provisions of this Article. Tenant shall provide Landlord with banking, financial or other credit information relating to Tenant and the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the net worth of Tenant worth on the date hereof or immediately prior to such transaction, and the net worth of the assignee or subtenant immediately following such transaction. Any transferee pursuant to Paragraph G above or this Paragraph H shall be deemed a “Permitted Transferee”. I. The transfer of a majority of the issued and outstanding capital stock of any corporate Tenant or of a majority of the total interests in any partnership Tenant or any other form of entity or organization, however accomplished, and whether in a single transaction or in a series of transactions which, in any such event, results in a “change of control” of Tenant shall be deemed an attempted assignment of this lease and without the prior consent, in writing, of Landlord, shall be a violation of this Article 4, and constitute a material default by Tenant hereunder without the giving of notice thereof or an opportunity to cure; provided, however, it is agreed that Landlord’s consent shall not be needed to said change in control or operation if, immediately following such transfer the net worth of Tenant is equal to or greater than the

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it A. Lessee shall not have the right to sublet all or part of the Premises or to assign, mortgage transfer or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersinterest therein, without the prior written consent of Landlord Lessor. Any attempted assignment, subletting, transfer or encumbrance by Lessee in each instanceviolation of the terms and covenants of this Paragraph shall be void. No assignment, subletting or other transfer, whether consented to by Lessor or not, or permitted hereunder, shall relieve Lessee of its liability hereunder. If this Lease be assigned, or if an event of default occurs while the demised premises Premises or any part thereof be underlet are assigned or occupied sublet, then Lessor, in addition to any other remedies herein provided, or provided by anybody other than Tenant, Landlord may, after default by Tenant, law. may collect rent directly from such assignee. sublessee or transferee all rents payable to the assignee, undertenant or occupant, Lessee and apply the net amount collected to the such rent herein reserved, but no assignment, underletting, occupancy or against any sums due Lessor hereunder. No such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant Lessee from the further performance by Tenant of covenants on Lessee's obligations hereunder. B. If Lessee is a corporation, partnership, or other entity, for purposes of subparagraph A above, any transfer or series of related transfers of equity ownership interests in Lessee (or any direct or indirect owners of Lessee) that results in the part change of Tenant herein containedthe ultimate ownership of more than fifty percent (50%) of the equity ownership of Lessee shall constitute an assignment of this Lease. The consent by Landlord to foregoing provision shall not apply, however, if at the time of execution of this Lease Lessee is a corporation the shares of which are listed on a recognized security exchange or in the over-the-counter market. C. Upon the occurrence of an assignment or underletting shall not in subletting, whether consented to by Lessor, or mandated by judicial intervention, Lessee hereby assigns, transfers and conveys all rents or other sums received by Lessee under any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further such assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion sublease, which are in excess of its sublet spacethe rents and other sums payable by Lessee under this Lease, or otherwise suffer or permit the sublet space or any part thereof and Lessee agrees to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed pay to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant Lessor such amounts within ten (10) days thereafterafter receipt. D. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, at Tenant's expense11 U.S.C. (S) 101 et. seq. (the "Bankruptcy Code"), by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsmonies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Lessor, losses shall be and remain the exclusive property of Lessor and shall not constitute property of Lessee or liability resulting from of the estate of Lessee within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Lessor's property under the preceding sentence not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid or delivered to Lessor. E. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and after the date of such lien for brokerage services renderedassignment. Any such assignee shall upon demand execute and deliver to Lessor an instrument confirming such assumption.

Assignment and Subletting. TenantLessee, for itselfand in consideration of this Lease and the demise of the said premises, its hereby agrees and covenants with Lessor that neither Lessee nor Lessee's heirs, distributees, executors, administrators, legal personal representatives, successors and assigns, expressly covenants or successors in interest shall assign this Lease or sublet the said demised premises, in whole or in part, without first obtaining the written consent of Lessor therefor: that it no assignment of this Lease or any subletting of the said demised premises, in whole or in part, shall be valid, except by and with the written consent of Lessor first obtained; that the consent of Lessor to any such assignment or subletting shall not assignoperate to discharge Lessee or Lessee's heirs, mortgage personal representatives, assigns, or encumber successors in interest from their liability upon the agreements and covenants of this Lease, nor underletand Lessee, Lessee's personal representatives, assigns, and successors in interest shall remain liable for the full and complete performance of all the terms, conditions, covenants, and agreements herein contained as principals and not as guarantors or suffer sureties, to the same extent as though no assignments or permit the demised premises or sublease had been made; that any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, Lessor to any such assignment or if the demised premises subletting shall not operate as a consent to further assignment or any part thereof be underlet subletting or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed as a waiver of this covenant and agreement against assignment and subletting; and that the provisions hereoffollowing any such assignment or subletting, the acceptance assignee and/or sublettee shall be bound by all of the assigneeterms, undertenant or occupant as tenantconditions, or a release of Tenant from covenants, and agreements herein contained including the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an covenant against assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedsubletting.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors (a) Company covenants and assigns, expressly covenants agrees that it shall will not assignsell, mortgage convey, transfer or encumber assign this Lease, nor underlet, or suffer or permit the demised premises Agreement or any part thereof or any rights created thereby or sublet the Leased Premises covered by this Lease or any part thereof without the prior written consent of the Director provided, however, that Company shall have the right to be used assign its interest hereunder or occupied by othersto sublet the Leased Premises to any subsidiary, affiliate or successor company thereof upon the condition that the Company hereunder shall remain liable for the full, faithful and complete performance of this Agreement. Upon approval of the Director, Company may sublet the Leased Premises subject to Company and Sub-Company remaining liable for the full faithful and complete performance of this Lease both pre- assignment and post-assignment. Such approval will consider the effect such sale, conveyance, transfer or assignment will have on the continued performance of successor company under this agreement and its response to the request for proposal. (b) If, without the prior written consent of Landlord the Director, the Company assigns, sells, conveys, transfers or sublets in each instance. If violation of Section (a) of this Lease be assigned, Section or if the demised premises or any part thereof be underlet or Leased Premises are occupied by anybody other than Tenantthe Company, Landlord mayas provided in this Lease, after default by Tenant, the City may collect rent from any assigns, sub- Company or anyone who claims a right to this Agreement or who occupies the assignee, undertenant or occupant, Leased Premises and the City shall apply the net amount collected to the rent rental herein reserved, reserved but no assignment, underletting, occupancy or such collection shall be deemed a waiver by the City of the provisions hereofcovenants contained in subdivision (a) of this Section or an acceptance by the City of any such assignee or sub-Company. (c) Any assignment or transfer of this Agreement or any rights of Company hereunder (except as otherwise permitted herein) whether it be a voluntary assignment without the consent of Director or an assignment or transfer by operation of law, the acceptance of the assignee, undertenant or occupant as tenant, or shall be null and void and shall constitute a release of Tenant from the further performance by Tenant of covenants default on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedCompany.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not voluntarily, involuntarily, or by operation of law assign, mortgage transfer, hypothecate or otherwise encumber this LeaseLease or Tenant’s interest therein, nor underlet, or suffer and shall not sublet or permit the demised premises use by others of the Premises or any part thereof without first obtaining Landlord’s written consent, which consent shall not be unreasonably withheld or delayed. A merger, consolidation, reorganization or acquisition of all of the assets or stock of Tenant in which the surviving entity (a) acquires all of the assets of Tenant as a going concern and continues the business of Tenant at the Premises, and (b) assumes, or is deemed by law to be used or occupied by othersliable for, without all of the prior written consent liabilities of Landlord in each instance. If Tenant under the Lease, shall be considered an assignment for purposes of this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reservedLease, but no assignment, underletting, occupancy or collection shall be deemed not require Landlord’s consent. Consent once given shall not operate as a waiver of the provisions hereofnecessity for obtaining Landlord’s consent to any subsequent assignment, transfer, hypothecation or sublease. Any such assignment or transfer without Landlord’s consent shall be void and shall, at Landlord’s option, constitute a material breach of this Lease. No interest in this Lease shall be assignable by operation of law. Landlord’s approval of any assignment or subletting shall not eliminate Tenant’s liability for all obligations contained herein during the acceptance remainder of the assigneeLease Term. If Tenant is a partnership, undertenant or occupant as tenantlimited liability company, corporation, or other entity, any transfer of this Lease by merger, consolidation, redemption or liquidation, or any change in the ownership of, or power to vote, which singularly or collectively represents a release majority of the beneficial interest in Tenant, shall constitute an assignment of this Lease under this Section. As a condition to Landlord’s approval, if given, any potential assignee or sublessee otherwise approved by Landlord shall assume all obligations of Tenant from under this Lease and shall be jointly and severally liable with Tenant and any guarantor, if required, for the further payment of Rent and performance by Tenant of covenants on the part all terms of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingthis Lease. In no event connection with any Transfer, Tenant shall any permitted sublessee assign provide Landlord with copies of all assignments, subleases and assumption agreements or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendereddocuments.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assignvoluntarily or by operation of law, mortgage (1) mortgage, pledge, hypothecate or encumber this LeaseLease or any interest herein, nor underlet(2) assign or transfer this Lease or any interest herein, or suffer or permit sublease the demised premises Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to be used occupy or occupied by othersuse the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall not be withheld unreasonably as set forth below in this Paragraph 23, provided that Tenant is not then in Default under this Lease. Tenant shall not voluntarily or by operation of law assign or transfer any right or interest under this Lease, including, but not limited to, the right to initiate any collections, lawsuits, audits or other findings of fact. (b) When Tenant requests Landlord’s consent to such assignment or subletting, it shall notify Landlord in each instance. If this Lease writing of the name and address of the proposed assignee or subtenant, the nature and character of the business of the proposed assignee or subtenant, and the proposed assignee’s or subtenant’s proposed use of the Premises, and shall provide current and prior annual financial statements for the preceding three (3) years for the proposed assignee or subtenant, which financial statements shall be assignedaudited, or if audited financial statements are unavailable, such statements shall be certified by the demised premises chief financial officer of the proposed assignee or subtenant, and shall in any event be prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, or, in the case of an assignment by operation of law, a copy of the proposed agreement that would affect the assignment, in all cases including all material terms and conditions thereof, and all other information reasonably requested by Landlord concerning the proposed sublease or assignment and the parties involved therein. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) if Tenant proposes to assign this Lease or sublet substantially all of the rentable area of the Premises for substantially the remainder of the Term, in each case other than in connection with a Permitted Transfer, terminate this Lease, (2) consent to the proposed assignment or sublease, or (3) refuse its consent to the proposed assignment or sublease, provided that (A) such consent shall not be unreasonably withheld so long as Tenant is not then in Default, and (B) in the case of a sublease, as a condition to providing such consent, Landlord may require attornment from the proposed subtenant on terms and conditions of the proposed sublease and as otherwise acceptable to Landlord. If Landlord elects to terminate this Lease as provided in the foregoing clause (1), then Landlord shall have the additional right to negotiate directly with Tenant’s proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, but not limited to, any claims for any compensation or profit related to such lease or occupancy agreement. (c) Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all reasonable criteria including, but not limited to, the following: (1) whether the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be in a manner which, is in keeping with the then character and nature of all other tenancies in the Project, (2) whether the use to be made of the Premises by the proposed subtenant or assignee will conflict with any so-called “exclusive” use then in favor of any other tenant of the Project, and whether such use would be prohibited by any other provision of this Lease, including any Rules and Regulations then in effect, or under applicable Laws, and whether such use imposes a greater load upon the Premises and the Building and Project services than imposed by Tenant and (3) the creditworthiness and financial stability of the proposed assignee or subtenant. In any event, Landlord may withhold its consent to any assignment or sublease, if any one or more of the following circumstances apply: (i) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Paragraph 9(a) or (b) above, (ii) the portion of the Premises proposed to be sublet does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with governmental safety and other codes, (iii) the proposed subtenant or assignee is either a governmental or quasi-governmental agency or instrumentality thereof; (iv) the proposed subtenant or assignee, or any part thereof be underlet person or occupied by anybody other than entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or assignee, either (x) occupies space in the Project at the time of the request for Landlord’s consent, or (y) is negotiating with Landlord or has negotiated with Landlord to lease space in the Project during the six (6) month period immediately preceding the date Landlord receives Tenant’s request for consent, and, in each case, Landlord mayhas suitable available space in the Project; or (v) if the proposed subtenant or assignee is a Prohibited Person, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by defined in Paragraph 47. (d) If Landlord to approves an assignment or underletting subletting, Tenant shall not pay to Landlord, as Additional Rent, fifty percent (50%) of any Transfer Premium received by Tenant. The term “Transfer Premium” means all rent, additional rent, and other consideration paid by an assignee or subtenant in any way be construed to relieve Tenant from obtaining excess of the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged Rent payable by Tenant within ten under this Lease (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.on a rentable square foot

Assignment and Subletting. Tenant(a) Notwithstanding any other provisions of this Lease to the contrary, for itself, its heirs, distributees, executors, administrators, legal representatives, successors the Tenant covenants and assigns, expressly covenants agrees that it shall will not assign, mortgage or encumber assign any of its rights under this Lease, delegate any of its duties hereunder nor underlet, sublet the whole or suffer any part of the Premises; allow any transfer thereof or any lien upon Tenant’s interest by operation of law; sublet the Premises or any part thereof; or permit the demised premises occupancy of the Premises or any part thereof to be used or occupied by othersanyone other than Tenant without, without in each instance, having first received the prior express written consent of the Landlord (which consent with respect to a requested assignment or subleasing may be withheld, delayed or conditioned in each instancethe Landlord’s sole discretion). If this Lease be assignedIn the event that Tenant hereunder is a corporation, limited liability company or if other legal entity, then any change in the demised premises ownership of the majority of the outstanding capital stock or beneficial ownership of the Tenant or any part thereof be underlet merger or occupied by anybody other than consolidation or transfer of substantially all the assets of the Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver an assignment of this Lease. Any such request shall set forth, in detail reasonably satisfactory to the Landlord, the identification of the provisions hereofproposed assignee or subtenant, its financial condition and the terms on which the proposed assignment or subletting is to be made, including (without limitation) the rent and any other consideration to be paid in respect thereto. Notwithstanding the foregoing, however, Tenant may assign this Lease or participate in a transaction that is deemed to be an assignment of this Lease with at least twenty (20) days’ prior written notice to the Landlord (and without Landlord’s prior written consent) to any entity which is directly or indirectly controlled by or under common control with Tenant or to any entity which shall acquire all or substantially all of the stock or assets of Tenant, or participate in a merger or consolidation or a transaction where the majority of the beneficial interests are transferred, provided that the net worth of the assignee (or deemed assignee) is equal or greater than the net worth of the Tenant at the Commencement Date of this Lease and provided that the Tenant provides to the Landlord at least thirty (30) days prior to the effective date of such assignment in form satisfactory to Landlord a written agreement whereby such assignee assumes all the obligations under this Lease, agrees to bound by its terms, provides the evidence of its net worth and the insurance required hereunder with respect to the assignee or deemed assignee. Any and every such assignment, delegation, sublet, mortgage, transfer, lien or occupancy is expressly subject to the further requirements and limits provided in Article 12 below. (b) It shall be a condition of the validity of any such consented-to assignment or consented-to subletting that the assignee or subtenant agrees directly with the Landlord, in form satisfactory to the Landlord, to be bound by all the obligations of the Tenant hereunder, including (without limitation) the obligation to pay Net Rent, Additional Rent and other amounts provided under this Lease and the covenant against assignment or subletting; provided, however, the acceptance by Landlord of any Rent from any subtenant or assignee or the failure of Landlord to insist upon a strict performance of any of the assigneeterms, undertenant conditions and covenants herein from any assignee or occupant as tenantsubtenant shall not release Tenant herein, or a release from any and all of the obligations herein during and for the entire Term of this Lease. (c) In the event the Tenant from requests that the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord consents to an assignment or underletting subleasing, then the Tenant shall not in any way be construed provide the Landlord with a copy of the proposed sublease or assignment documents, (d) Unless otherwise agreed to relieve Tenant from obtaining the express consent in writing of Landlord to any further by Landlord, no assignment or underletting. In no event subletting by Tenant shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet spacereduce, diminish, or otherwise suffer or permit affect the sublet space or any part thereof liability of Tenant hereunder and the Tenant named herein shall remain fully liable for the obligations of the Tenant hereunder, including (without limitation) the obligation to be used or occupied by otherspay Net Rent, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, Additional Rent and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedamounts provided under this Lease.

Assignment and Subletting. TenantLessee will not sublet the whole or any part of said Premises or grant any concession therein, for itselfor part with possession of the whole or any part of the Premises, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assignor assign this Lease or any interest therein (nor may this Lease be assigned by operation of law) or hypothecate, mortgage or encumber in any way create any lien on this Lease, nor underlet, Lease or suffer or permit the demised premises Premises or any part thereof to be used or occupied by othersinterest therein without the consent in writing of Lessor first being obtained, and any such attempt without the prior written consent in writing of Landlord in each instance. If Lessor shall be void for all purposes and Lessor shall then have the right and option to terminate this Lease be assignedas hereinafter provided. Lessor may grant or withhold its consent in its sole discretion for any reason. It is further agreed that any consent given to any assignment, hypothecation, transfer of this Lease or parting of possession, or if the demised premises to any sublease of said Premises or a portion thereof, shall not be construed as a consent to any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no further assignment, underlettinghypothecation, occupancy transfer, parting of possession or collection shall be deemed subletting or as a waiver of Lessor’s right to object to any assignment, hypothecation, transfer parting of possession, or sublease to which Lessor’s consent in writing has not been obtained. It is further agreed that Lessee will remain liable in the provisions hereofevent of any assignment, mortgage or sublease for the acceptance payment of the assigneerental hereunder and for the observance and performance of all the terms, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants and conditions herein contained and on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof Lessee to be used observed and performed. Any change in the present ownership or occupied by otherscontrol of Lessee’s business, without Landlord's prior written consent in each instance. A modificationdirectly or indirectly, amendment whether as a result of any sale of assets, transfer of stock, merger, consolidation or extension of a sublease otherwise, shall be deemed a sublease. if any lien is filed against an assignment within the demised premises or the building meaning of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwisethis provision; provided however, and paying any other necessary sumsnotwithstanding anything to the contrary contained herein, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsno sale of assets, losses transfer of stock, merger or liability resulting from such lien for brokerage services renderedconsolidation by Guarantor shall constitute an assignment hereunder.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 27.1 Tenant shall not transfer, dispose, assign, mortgage mortgage, or encumber hypothecate this Lease, nor underletin whole or in part, or suffer or permit the demised premises use of the Premises by any person or persons other than Tenant, or sublet the Premises, or any part thereof to (each of the foregoing shall be used or occupied by others, a “Transfer”) without the prior written consent of Landlord in each instance, which may be withheld in Landlord’s sole discretion. Such prohibition against Transfer shall include any transfer by operation of law and any transfer of this Lease from the Tenant by merger, consolidation, transfer of assets, or liquidation. In the event that Tenant hereunder is a corporation, an unincorporated association, or a partnership, the transfer, assignment, or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate in excess of twenty percent (20%) in any continuous twelve-month period shall be deemed a Transfer requiring Landlord's prior consent. 27.2 Any Transfer without Landlord’s consent shall, at Landlord’s sole discretion, be void, and shall constitute a default hereunder which, at the option of Landlord, shall result in the termination of this Lease or exercise of ▇▇▇▇▇▇▇▇’s other remedies hereunder. Consent to any Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer, and the terms of such consent shall be binding upon any person holding by, under, or through Tenant. 27.3 If this Lease be assigned, or if the demised premises all or any part thereof be underlet portion of the Premises is Transferred or occupied by anybody any person other than Tenant, Landlord may, after default by Tenant, may collect rent and other charges from the assignee, undertenant or occupant, such other party and apply the net amount collected to the rent herein reservedand other charges reserved hereunder, but no assignment, underletting, occupancy or such collection shall be deemed a not constitute consent or waiver of the provisions hereofnecessity of consent to such Transfer, nor shall such collection constitute the acceptance recognition of the such assignee, undertenant sublessee, or occupant other party as tenant, Tenant hereunder or a release of Tenant from the further performance by Tenant of all of the covenants on the part and obligations of Tenant herein contained. The In the event that Landlord shall consent by to a Transfer, Tenant shall pay to Landlord a fee equal to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten percent (10%) days thereafter, at Tenant's expense, by filing of one month’s rent for expenses incurred in connection with processing of documents necessary to the bond required by law, or otherwisegiving of such consent, and paying any other necessary sums, shall include with the request for consent a copy of the proposed transfer document and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien adequate financial information for brokerage services renderedthe proposed transferee.

Assignment and Subletting. TenantA. COMPANY shall have the right, for itselfupon prior written consent from IAMSA, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it which consent shall not assignbe unreasonably withheld, mortgage conditioned or encumber delayed, to assign or transfer this Lease, nor underlet, Lease Agreement or suffer any interest therein or to permit the demised premises use of the Leased Property, provided, however, that COMPANY is not in default (after the giving of notice and the expiration of the cure period hereunder) in the payment of rents or any part thereof other obligations under this Lease Agreement. Notwithstanding the foregoing, COMPANY shall not be required to be used or occupied by others, without obtain the prior written consent of Landlord IAMSA in each instance. If the event that this Lease be Agreement is assigned, subleased or if transferred to, or the demised premises Leased Property is occupied by, a person or entity controlled by, controlling or under common control with Masimo Corporation, a Delaware corporation. In the event of any assignment, transfer or sublease, COMPANY shall remain liable for all its obligations under this Lease Agreement. The assignment, transfer or sublease of this Lease Agreement by COMPANY will produce no extra charge to COMPANY, and shall be done under the same covenants herein agreed. B. IAMSA shall have the right to assign and reassign, from time to time, any or all of the rights and obligations of IAMSA in this Lease Agreement or any part thereof be underlet interest therein, subject to COMPANY’s consent, provided that no such assignment or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from reassignment shall impair any of the assignee, undertenant or occupantrights of COMPANY herein, and apply provided further, that IAMSA shall remain liable for all of its obligations under this Lease Agreement. In the net amount collected to the rent herein reservedevent of such assignment or reassignment, but no assignment, underletting, occupancy COMPANY shall not diminish or collection shall be deemed a waiver withhold any of the provisions hereofrents payable hereunder by asserting against such assignee any defense, the acceptance of the assignee, undertenant or occupant as tenantsetoff, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all counterclaims which COMPANY may have against IAMSA or any portion other person. However, COMPANY hereby specifically waives, with respect to withholding of its sublet spacerent, or otherwise suffer or permit the sublet space or any part thereof preventive measures to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension guarantee payment of a sublease shall be deemed a sublease. if any lien is filed against claim, as provided by the demised premises or the building Code of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedCivil Procedures.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall Tenant may not assign, mortgage assign this Lease or encumber this Lease, nor underlet, or suffer or permit the demised premises sublet all or any part thereof to be used or occupied by others, portion of the Property without the prior written consent of Landlord, which consent will not be unreasonably withheld, conditioned or delayed. Tenant must request Landlord's consent to an assignment or sublease in writing at least thirty (30) days prior to the commencement date of the proposed sublease or assignment, which request must include (a) the name and address of the proposed assignee or subtenant, (b) the nature and character of the business of the proposed assignee or subtenant, (c) financial information (including financial statements) of the proposed assignee or subtenant and (d) a copy of the proposed sublet or assignment agreement, which must be in substance and form reasonably acceptable to Landlord. Tenant shall also provide any additional information Landlord in each instancereasonably requests regarding such proposed assignment or subletting. If this Lease be assignedLandlord shall provide its written response to Tenant's request for consent to an assignment or subletting within ten (10) business days of Tenant's request therefor. Any assignment, encumbrance, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection sublease without Landlord's written consent shall be deemed a waiver voidable by Landlord and, at Landlord's election, constitute an event of default hereunder. Neither the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment any assignment, transfer, encumbrance or underletting subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall not in any way be construed to as a waiver or release of the initial Tenant from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other party from obtaining the express consent in writing of Landlord to any further assignment assignment, transfer, encumbrance or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedsubletting.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal (a) Neither Client nor Client’s representatives, successors and assignsassigns nor any subtenant or assignee will assign, expressly covenants that it shall not assigntransfer, mortgage or otherwise encumber this Lease, nor underlet, Lease or suffer sublet or rent (or permit the demised premises occupancy or use of) the Premises, or any part thereof to thereof, without obtaining the prior written consent of Landlord, which consent will not be used unreasonably withheld as provided in subsection (b) below, nor shall any assignment or occupied transfer of this Lease or the right of occupancy hereunder be effectuated by others, operation of law or otherwise without the prior written consent of Landlord. At the time Client requests Landlord’s consent, it shall provide all documents relating to the assignment or sublease. At the time Client requests Landlord’s consent, it shall provide all documents relating to the assignment or sublease, together with a fee of $1,000.00 for the cost incurred by Landlord in each instance. If this Lease be assigned, or if for its initial review. (b) Subject to the demised premises or any part thereof be underlet or occupied by anybody other than Tenantprovisions of Section 11(c) hereof, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected shall not unreasonably withhold its consent hereunder to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an any assignment or underletting shall not sublease by Client, provided that (x) in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease Client shall be deemed a satisfy each of the following conditions prior to any such sublease becoming effective; and (y) in the event of an assignment, Client shall satisfy the conditions of subsections (i), (ii), (iii), (iv), (v) and (vi) prior to any such assignment becoming effective: (i) Client must first notify Landlord, in writing, of any proposed assignment or sublease, at least thirty (30) days prior to the effective date of such proposed assignment or sublease. if any lien is filed against The notice to Landlord must include a copy of the demised premises assignment or sublease and a copy of the building proposed assignee’s or subtenant’s financial statement for its most recent fiscal year, prepared in accordance with generally accepted accounting principles and certified by a public accountant or an executive officer of which the same form proposed assignee or subtenant. (ii) The assignee or subtenant must have a part for brokerage services claimed credit history satisfactory to Landlord (in Landlord’s reasonable judgment). (iii) Landlord shall not have been performed involved in litigation with the proposed assignee or subtenant. (iv) The assignee or subtenant may not propose to change the use of the premises to a purpose other than as stated in Section 9 hereof, may not conduct its business in a manner which, in Landlord’s reasonable judgment, is not appropriate for Tenantcomparable office buildings in the metropolitan Washington, D.C. area, and may not impose a greater burden than Client on the Building’s facilities, parking areas, common areas, or utilities. (v) The assignee or subtenant may not be a Client, subtenant, or other occupant of any part of the Building, unless Landlord is unable to offer such occupant comparable space elsewhere in the Building. (vi) The Client may not be in default under this Lease, or have committed two events of default hereunder during the previous twelve (12) months, whether cured or not actually performed, not. (vii) The sublease shall contain the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.following clause:

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If assign this Lease (which assignment may only be assigned, in its entirety) or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of the Premises without Landlord’s prior consent which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right without Landlord’s prior consent to assign this Lease in its entirety or sublet space, or otherwise suffer or permit the sublet space all or any portion of the Premises to: (i) any corporation, limited liability company or partnership into or with which Tenant may be merged or consolidated; (ii) any corporation, limited liability company or partnership which shall be an affiliate, subsidiary, parent or successor of Tenant; (iii) any company or person who is a joint venturer or partner with Tenant in the use and operation of the Project; (iv) any Vendor/Partner (such Transfers to a Vendor/Partner, a “Vendor Transfer”, and each, of the foregoing, a “Permitted Transfer” and any such transferee, a “Permitted Transferee”); provided that: (x) with respect to a Vendor Transfer, Tenant notifies Landlord of any Permitted Transfer at least fifteen (15) days prior thereto and with respect to any other Permitted Transfer, Tenant notifies Landlord of such Transfer within fifteen (15) days thereafter; (y) except for a Permitted Transfer in which Tenant is the surviving entity, the assignment or subletting is by written agreement and a copy thereof is provided by Tenant to Landlord at least fifteen (15) days thereafter; and (z) any assignment or subletting shall not release Tenant from any of the terms, covenants, conditions or provisions of this Lease. Landlord specifically acknowledges that Tenant may convert its structure into any other type of structure as may be permitted by Laws, and in any such event, the conditions of clauses (x) through (z) shall not apply and Landlord’s consent shall not be required. The sale, issuance or transfer of Tenant’s stock or other equityholders interest shall not, under any circumstances, be deemed an assignment or other transfer of this Lease or the Premises. By way of example and without limitation, the parties agree it shall not be unreasonable for Landlord to withhold consent if, as reasonably determined by Landlord: (a) the proposed assignee or subtenant would use the Premises or Improvements for a purpose or in a manner which is not in strict conformity with all of the requirements of this Lease or (b) the business reputation or character of the proposed assignee or subtenant is not consistent with the operation of the Site as a first class office, science and technology park. Furthermore, notwithstanding anything in the Lease to the contrary, under no circumstances shall Tenant sublet all or any portion of the Premises or the Improvements to any party which is not a Vendor/Partner. (b) Each sublease entered into by Tenant shall contain provisions pursuant to which the subtenant agrees that (a) the sublease is subject and subordinate to this Lease and all amendments and modifications and renewals of this Lease; (b) in the event any person, firm, corporation or other entity (including Landlord) acquires Tenant’s interest in the Premises, the subtenant shall, upon request, attorn to and become the tenant of such person, firm, corporation or other entity upon the same terms and conditions as are set forth in this Lease for the balance of the Term; (c) no such person, firm, corporation or other entity will be liable for the acts or omissions of Tenant as sublessor under the sublease; and (d) the subtenant will give Landlord notice and opportunity to cure any default by Tenant as landlord under the sublease, prior to exercising any remedies by reason of such default. (c) No assignment of this Lease or sublease of the Premises shall release or relieve Tenant of its liabilities and obligations under this Lease. Each assignee of Tenant’s interest under this Lease shall assume and be deemed to have assumed this Lease and shall be and remain liable with Tenant for all payments and for the due performance of all terms, covenants and conditions herein contained on Tenant’s part thereof to be used or occupied by others, without Landlord's prior written consent in each instanceobserved and performed from and after the date of such assignment. A modification, amendment or extension of a sublease No assignment shall be deemed binding upon Landlord unless the assignee shall deliver to Landlord an instrument in form and substance satisfactory to Landlord containing a sublease. if any lien is filed against covenant of assumption by the demised premises assignee, but the failure or the building refusal of which the same form a part for brokerage services claimed an assignee to have been performed for Tenant, whether or not actually performed, execute and deliver the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and not release assignee from its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedas set forth in this Section.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage assign or encumber hypothecate this Lease, nor underlet, Lease or suffer or permit the demised premises sublet all or any part thereof to be used or occupied by others, of the Premises without the prior written consent of Landlord in each instanceLandlord. If Tenant wishes to assign or sublet the Premises, it shall give notice in writing (by certified mail or by personal delivery) of such intention to Landlord and, thereupon, Landlord shall, within thirty (30) days of receipt of such notice, have the right to unilaterally terminate this Lease or to approve said subletting by written notice to Tenant. If no notice is given by Landlord, Landlord will be assigneddeemed to have elected to approve the assignment or subletting. If the assignment or subletting is approved and rents under the sublease are greater than the rents provided for herein, then Landlord shall have the further option either (a) to convert the sublease into a prime Lease and receive all of the rents, in which case Tenant will be relieved of further liability hereunder and under the proposed sublease, or if (b) to require Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents. If the demised premises assignment or subletting is approved and rents under the sublease are less than the rents provided for herein, Tenant shall remain liable under all the covenants and conditions of this Lease. Landlord may withhold its consent to any part thereof be underlet proposed assignee or occupied by anybody subtenant which in Landlord's judgment (a) would conflict with the tenancy, use or business of any other than tenant or the tenant mix of the Center, (b) has a net worth and/or credit history inferior to that of Tenant, Landlord may, after default by Tenant, collect rent from or (c) is currently a tenant or negotiating for space in the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedCenter.

Assignment and Subletting. Tenant11.01. Except in connection with a Business Transfer (defined in Section 11.04), for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage sublease, transfer or encumber any interest in this LeaseLease or allow any third party to use any portion of the Premises (collectively or individually, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if Landlord in each instancedoes not exercise its recapture rights under Section 11.02. If this Lease Without limitation, it is agreed that Landlord’s consent shall not be assigned, considered unreasonably withheld if the proposed transferee is a governmental entity or an occupant of the Building or an occupant of any other buildings within the Cambridge Science Center or if the demised premises proposed transferee, whether or not an occupant of the Building or an occupant of any part thereof be underlet other buildings within the Cambridge Science Center, is in discussions with Landlord regarding the leasing of space within the Building or occupied by anybody within any other buildings within the same project. If the entity(ies) which directly or indirectly owns or controls 51% or more of the voting shares/rights of Tenant (other than through the ownership of voting securities listed on a recognized securities exchange) changes as a result of one transaction or one interrelated series of transactions at any time, and such change of ownership or control results in the hiring of all or substantially all new named senior officers of Tenant, Landlord maythen such change of ownership or control shall constitute a Transfer; provided, after default by however, the infusion of additional equity capital in Tenant or an initial public offering of equity securities of Tenant under the Securities Act of 1933, as amended, which results in Tenant’s stock being traded on a national securities exchange, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reservedincluding, but no assignmentnot limited to, underlettingthe NYSE, occupancy the NASDAQ Stock Market or collection the NASDAQ Small Cap Market System shall not be deemed, in either case, a Transfer. Any Transfer in violation of this Section shall, at Landlord’s option, be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance Default by Tenant of covenants on the part of Tenant herein contained. The consent as described in Section 18, and shall be voidable by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingLandlord. In no event shall any permitted sublessee assign Transfer, including a Business Transfer, release or encumber its relieve Tenant from any obligation under this Lease, and Tenant shall remain primarily liable for the performance of the tenant’s obligations under this Lease, as amended from time to time. 11.02. Tenant shall provide Landlord with financial statements for the proposed transferee (or, in the case of a change of ownership or control that constitutes a Transfer as provided in Section 11.01 above, for the proposed new controlling entity(ies)), a fully executed copy of the proposed assignment, sublease or further other Transfer documentation and such other information as Landlord may reasonably request. Within 15 Business Days after receipt of the required information and documentation, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c) in the event of an assignment of this Lease or subletting of more than 25% of the Rentable Square Footage of the Premises for more than 50% of the remaining Term (excluding unexercised options) other than an assignment or sublease consented to by Landlord in clause (a) above, recapture the portion of the Premises that Tenant is proposing to Transfer. Notwithstanding the above, Landlord shall not have the right to recapture the Premises (or applicable portion thereof) in the event of a Business Transfer (defined in Section 11.04). If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer, although Landlord may require Tenant to execute a reasonable amendment or other document reflecting such reduction or termination. Tenant shall pay Landlord a review fee (that shall include any attorneys’ fees) of $1,500.00 for Landlord’s review of any requested Transfer. 11.03. Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of the excess within 30 days after Tenant’s receipt of the excess. In determining the excess due Landlord, Tenant may deduct from the excess, on a straight-line basis, all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant’s share of payments received by Landlord. 11.04. Tenant may assign this Lease to a successor to Tenant by merger, consolidation or the purchase of substantially all of Tenant’s assets, or assign this Lease or sublet all or any a portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof Premises to be used or occupied by othersan Affiliate (defined below), without the consent of Landlord's prior , provided that all of the following conditions are satisfied (a “Business Transfer”): (a) Tenant must not be in Default; (b) Tenant must give Landlord written consent notice at least 15 Business Days before such Transfer; and (c) except in the case of an assignment or sublease to an Affiliate, the Credit Requirement (defined below) must be satisfied. Tenant’s notice to Landlord shall include information and documentation evidencing the Business Transfer and showing that each instanceof the above conditions has been satisfied. A modificationIf requested by Landlord, amendment Tenant’s successor shall sign and deliver to Landlord a commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or extension of a sublease under common control with Tenant. The “Credit Requirement” shall be deemed a sublease. if any lien satisfied if, as of the date immediately preceding the date of the Business Transfer, the financial strength of (i) the entity with which Tenant is filed against to merge or consolidate or (ii) the demised premises or purchaser of substantially all of the building assets of which the same form a part for brokerage services claimed to have been performed for Tenant is not less than that of Tenant, whether as determined (x) based on credit ratings of such entity and Tenant by both Moody’s and Standard & Poor’s (or by either such agency alone, if applicable ratings by the other agency do not actually performedexist), or (y) if such credit ratings do not exist, then in accordance with Moody’s KMV RiskCalc (i.e., the same shall be discharged on-line software tool offered by Tenant within ten (10Moody’s for analyzing credit risk) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, based on CFO-certified financial statements for such entity and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedcovering their last two fiscal years ending before the Transfer.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Lessee shall not assign, mortgage transfer, hypothecate or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersinterest therein, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupantLessor first had and obtained, and apply a consent to any assignment, transfer, hypothecation, encumbrance, subletting, occupation or use by any other by lessor, person shall not be deemed to be a consent to any subsequent assignment, transfer, hypothecation, encumbrance, subletting, occupation or use by another person. Any such assignment or subletting without such consent shall be void and shall, at the net amount collected option of the Lessor, terminate this Lease. This Lease shall not, nor shall any interest therein, be assignable as to the rent herein reservedinterest of Lessee by operation of law, but without the written consent of the Lessor. Lessor agrees not to unreasonably withhold its consent to any proposed assignment or sublease, provided that such assignment or sublease is to a financially responsible party and provided further that such assignee or sublessee agrees to assume the obligations of the Lessee under this Lease, in a form reasonably satisfactory to Lessor, and provided further that no such assignment or sublease shall be construed as releasing Lessee from its obligations hereunder for the full performance of this Lease. ▇▇▇▇▇▇ has been informed and agrees that no assignment, underletting, occupancy transfer or collection shall be deemed a waiver sublease of the provisions hereof, premise will be consented to by the acceptance Lessor wherein the leased space is to or will become utilized by anyone for any purpose which would be similar to or conflict with any other tenant's use of the assigneeproperty at the time of assignment or subletting or which the Lessor has agreed to exclude by contract with other tenants. It is further agreed and understood that the Lessor has the option of canceling the balance of the term of this Lease, undertenant or occupant as tenant, or a release thereby relieving the Lessee of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord liability thereon rather than consenting to an assignment or underletting shall not in any way to a party which would otherwise be construed acceptable to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedLessor.

Assignment and Subletting. Section 14.1 (a) Except as expressly provided in this Article 14, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge, encumber, or encumber otherwise transfer this Lease, nor sublet (nor underlet), or suffer or nor suffer, nor permit the demised premises Premises or any part thereof to be used or occupied by othersothers (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord in each instance, which consent may be withheld in Landlord’s sole and absolute discretion. If this Lease be is assigned, or if the demised premises Premises or any part thereof be underlet are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises are encumbered (whether by operation of law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, undertenant subtenant or occupant, and apply the net amount collected to the rent herein reservedFixed Rent and Additional Rent, but no assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, undertenant subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant of covenants on the part of its obligations under this Lease, and Tenant herein containedshall remain fully liable therefor. The consent by Landlord to an any assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord Landlord, to the extent required hereunder, to any further assignment or underlettingsubletting. In Except as otherwise expressly provided herein, in no event shall any permitted sublessee subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instance, which consent, will not be unreasonably withheld, subject to the provisions of Section 14.6. A modificationAny assignment, amendment sublease, mortgage, pledge, encumbrance or extension transfer in contravention of a sublease the provisions of this Article 14 shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedvoid.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) You shall not have the right to assign, mortgage sublet, transfer or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersinterest therein, without the prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld, delayed or conditioned upon payment of any consideration. Any attempted assignment, subletting, transfer or encumbrance by you in each instanceviolation of the terms and covenants of this Section shall be void. If Landlord consents to an assignment or subletting, as a condition thereto which the parties agree is reasonable, you shall pay to Landlord fifty percent (50%) of any Transfer Premium. Any assignment, subletting or other transfer of your interest in this Lease other than to an Affiliate shall be assignedfor an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind you and your representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of your interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming your obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve you of your liability and obligations hereunder. Upon the occurrence of an "Event of Default" as hereinafter defined, if the demised premises Premises or any part thereof be underlet are then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided, as provided by anybody other than Tenantlaw, may at its option collect directly from such assignee or subtenant all rents becoming due to you under such assignment or sublease and apply such rent against any sums due to Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupantfor you hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant you from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord your obligations hereunder. (b) If this Lease is assigned to any further assignment person or underlettingentity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. 101 et seq. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space(The "Bankruptcy Code"), or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsmonies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, losses shall be and remain the exclusive property of Landlord and shall not constitute your property or liability resulting from such lien of your estate within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for brokerage services renderedthe benefit of the Landlord and be promptly paid or delivered to Landlord.

Assignment and Subletting. 9.1. Tenant shall have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant. In the event Tenant desires to sublet, for itselfor permit such occupancy of, its heirsthe Premises, distributeesor any portion thereof, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber assign this Lease, nor underletTenant shall give written notice thereof to Landlord at least thirty (30) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or suffer assignee and the relevant terms of any sublease or permit assignment. 9.2. Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the demised premises payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the Premises or any part thereof of them are then assigned or sublet, Landlord, in addition to be used or occupied by others, without the prior written consent of Landlord any other remedies provided in each instance. If this Lease be assignedor provided by law, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant under this Lease, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant novation or occupant as tenant, or a release of Tenant from the further performance of Tenant’s obligations under this Lease, 9.3. In the event that Tenant sells, sublets, assigns or transfers this Lease to any Non-Affiliate (as hereinafter defined), Tenant shall pay to Landlord as additional rent an amount equal to fifty percent (50%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i) all rent and other consideration which Tenant receives by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time after deducting all of covenants on Tenant’s reasonable costs directly related to such sublease or assignment and the part marketing thereof including, without limitation, brokerage commissions, reasonable legal fees, TI Work or allowances, free rent, and other such concessions, costs and expenses. For purposes of the foregoing, any consideration received by Tenant herein contained. The consent in form other than cash shall be valued at its fair market value as determined by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedgood faith.

Assignment and Subletting. TenantExcept as herein provided, for itselfTenant shall not, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not have the power to, transfer, assign, sublet, enter into license or concession agreements, change ownership, mortgage or encumber hypothecate this Lease, nor underlet, Lease or suffer or permit Tenant's interest in and to the demised premises or any part thereof to be used or occupied by others, Demised Premises without first procuring the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted or purported transfer, assignment, subletting, license or concession agreement, change of ownership, mortgage or hypothecation without Landlord's written consent pursuant to this Section 17.1 or Section 17.2 shall be void and confer no rights upon any third person. The consent by Landlord in each instanceto any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. If this Lease be assigned, assigned or if the demised premises Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant or (with respect to a subletting, during the pendency of any uncured Default hereunder) the occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, this provision or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant Tenant. Nothing herein contained. The consent by Landlord to an assignment or underletting contained shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion Guarantor from its covenants and obligations for the term of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instancethis Lease. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify reimburse Landlord for Landlord's reasonable attorney's fees incurred in conjunction with the processing and its agents documentation of any such requested transfer, assignment, subletting, license or concession agreement, change of ownership, mortgage or hypothecation of this Lease by Tenant or Tenant's interest in and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedto the Demised Premises up to a maximum of $3,500.00.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, mortgage sublet, mortgage, hypothecate or otherwise encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, interest in this Lease or otherwise in the Premises or grant any license in or suffer any person other than Tenant or permit its employees to use or occupy the sublet space Premises or any part thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such attempted assignment, subletting, license, mortgage, hypothecation, other encumbrance or other use or occupancy without the consent of Landlord shall be null and void and of no effect. Any mortgage, hypothecation or encumbrance of all or any portion of Tenant's interest in this Lease or in the Premises and any grant of a license or sufferance of any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an "assignment" of this Lease. In addition, as used in this Paragraph 11, the term "Tenant" shall also mean any entity that has guaranteed Tenant's obligations under this Lease, and the restrictions applicable to Tenant contained herein shall also be applicable to such guarantor. Landlord's agreement to not unreasonably withhold its consent shall only apply to the first assignment or occupied by otherssublease under the Lease. Provided no event of default has occurred and is continuing under this Lease, upon thirty (30) days prior written notice to Landlord, Tenant may, without Landlord's prior written consent consent, assign this Lease to (i) an entity into which Tenant is merged or consolidated or to an entity to which substantially all of Tenant's assets are transferred, or (ii) to an entity to which all or substantially all of Tenant's assets are transferred to its parent or an entity controlled by or is commonly controlled with Tenant (collectively "Affiliates"), provided such merger, consolidation, or transfer of assets is for a good business purpose and not principally for the purpose of transferring Tenant's leasehold estate. The term "controlled by" or "commonly controlled with" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such controlled person or entity; the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in each instance. A modificationthe ordinary direction of its affairs, amendment at least fifty-one percent (51%) of the voting interest in, any person or extension of a sublease entity shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed presumed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from constitute such lien for brokerage services renderedcontrol.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it The LESSEE shall not assignassign or sublet the whole or any portion of the Premises without LESSOR'S prior written consent, mortgage which consent shall be at the sole discretion of LESSOR. Any increase in the rent resulting from the permitted subletting will be due and payable to the LESSOR. The foregoing restrictions shall not be applicable to any assignment of this Lease or encumber this Lease, nor underleta subletting of the Premises by LESSEE to a subsidiary wholly-owned by LESSEE, or suffer controlling operation, the stock in which is wholly-owned by the stockholders of LESSEE. It shall be a condition of the validity of any assignment, whether with the consent of ▇▇▇▇▇▇ or permit to a subsidiary or controlling corporation, that the demised premises or any part thereof assignee agrees directly with ▇▇▇▇▇▇, to be used or occupied bound by othersall the obligations of LESSEE hereunder including, without limitation, the prior written consent of Landlord in each instancecovenant against further assignment and subletting. No assignment or subletting shall relieve LESSEE from its obligations hereunder and LESSEE shall remain fully and primarily liable therefor. If this Lease shall be assigned, or if the demised premises Premises or any part portion thereof shall be underlet sublet or occupied by anybody anyone other than TenantLESSEE, Landlord LESSOR may, after default by Tenantat any time and from time to time, collect rent and other charges from the assignee, undertenant sublessee or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant sublessee or occupant as tenanta lessee, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment LESSEE or underletting shall not in any way be construed to relieve Tenant successor from obtaining the express consent in writing of Landlord ▇▇▇▇▇▇, to any further assignment or underlettingsubletting. In No assignment or subletting and no event use of the Premises by a subsidiary wholly-owned by LESSEE or controlling corporation of LESSEE shall affect permitted uses. Notwithstanding the provisions of the above, any permitted proposed assignee or sublessee submitted to the LESSOR for approval must have the same or greater financial strength as LESSEE. If ▇▇▇▇▇▇ shall request permission to assign this Lease or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space Premises or any part thereof to any person other than a subsidiary wholly-owned by LESSEE or controlling corporation, the stock of which is wholly-owned by the stockholders of LESSEE, LESSEE shall, together with such request for consent thereto, inform LESSOR of the rental and other amounts to be used paid by such assignee or occupied sublessee, the term of any subletting and the financial information required by othersLESSOR to make the determination required by the first sentence of this paragraph. LESSOR shall have the right to terminate this Lease, without Landlord's prior written provided that LESSOR shall exercise such right within forty-five (45) days of its receipt of LESSEE'S request for such consent and provided further, that LESSEE shall have the right to withdraw its request for such consent within fifteen (15) days after its receipt of such notice from LESSOR, in each instancewhich event such notice of termination shall become null and void. A modification, amendment or extension of a sublease If this Lease shall be deemed a subleaseterminated pursuant to the provisions of the immediately preceding sentence, such termination shall become effective upon the last day of the calendar month next following ▇▇▇▇▇▇'S giving notice of termination. if any lien is filed against Upon ▇▇▇▇▇▇'S vacating the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for TenantPremises in accordance with this Lease, whether or not actually performed, the same LESSOR shall be discharged refund all unearned rent and other payments made by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedLESSER.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it a. Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersnot, without the prior written consent of Landlord which will miot be unreasonably withheld, (i) assign or in each instanceany manner transfer this Lease or any estate or interest therein, (ii) permit an assignment of this Lease or any estate or interest therein by operation of law, (iii) sublet the Demised Premises or any part thereof, (iv) grant any license, concession or other right of occupancy of any portion of the Demised Premises or (v) permit the use of the Demised Premises by any parties other than Tenant, its agents and employees and any such acts without Landlord's prior written consent shall be void and of no effect. Landlord agrees to consent to any assignment by Tenant to any corporation succeeding to substantially all the business and assets of Tenant by merger, consolidation, purchase of assets or otherwise, or to any assignment or subletting all the business and assets of Tenant by merger, consolidation, purchase of assets or otherwise, or to any assignment or subletting to a corporation which is an affiliate of Tenant. Tenant shall not assign this Lease or sublet all or any portion of the Demised Premises for any monthly rental which is or could become, less than the Basic Rental from time to time due hereunder without Landlord's consent, and any such act shall be void and of no effect. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this Lease. If this Lease be assignedan event of default, or if hereinafter defined, should occur while the demised premises Demised Premises or any part thereof is then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or sublessee all rents becoming due to Tenant under such assignment or sublease and apply such rent against any such sums due to Landlord by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or sublessee shall be underlet construed to constitute a novation or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent a release of tenant or any guarantor of Tenant from the performance of its obligations hereunder. Receipt by Landlord of rent or additional payments from any assignee, undertenant sublessee or occupant, and apply occupant of the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection Demised Premises shall not be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, covenant contained in this Lease against assignment and subletting or a release of Tenant under this Lease. The receipt by Landlord from any such assignee or sublease obligated to make payments of rent or additional payments shall be a full and complete release, discharge, and acquittance to such assignee or sublessee to the further performance by Tenant extent of covenants any amount so paid to Landlord. Landlord is authorized and empowered, on behalf of Tenant, to endorse the part name of Tenant herein containedupon any check, draft, or other instrument payable to Tenant evidencing payment of rent or additional payments, or any part thereof, and to receive and apply the proceeds therefrom in accordance with the terms hereof. The Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the Demised Premises. b. If Tenant requests Landlord's consent by Landlord to an assignment of this Lease or underletting subletting of all or a part of the Demised Premises, it shall submit to Landlord, in writing, the name of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and other particulars of the proposed subletting or assignment, including, without limitation, evidence satisfactory to Landlord that the proposed subtenant or assignee is financially responsible and will immediately occupy and thereafter use the Demised Premises (or any sublet portion thereof) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter). Landlord shall have the option (to be exercised within thirty (30) days from submission of Tenant's written request) to cancel the applicable portion to be as of the commencement date stated in the above-mentioned subletting or assignment. If Landlord elects to cancel this Lease as stated, then the Lease Term, and the tenancy and occupancy of the Demised Premises by Tenant thereunder, shall cease, terminate, expire, and come to an end with respect to that portion of the Demised Premises so assigned or sublet as if the cancellation date were the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Demised Premises so assigned or sublet. Thereafter Landlord may lease the Demised Premises or any other portion of the Building to the prospective subtenant or assignee without liability to Tenant. If Landlord does not in any way be construed to relieve Tenant from obtaining the express consent in writing thus cancel this Lease, other terms and provisions of subparagraph 10(a) hereof will apply. c. If Landlord consents to any further subletting or assignment by Tenant as hereinabove provided, and subsequently any rents received by Tenant under any such sublease are in excess of the rent payable by Tenant under this Lease, or underletting. In no event shall any permitted sublessee assign or encumber additional consideration is paid to Tenant by the assignee under such assignment, the Landlord may, at its option, either (i) declare such excess rents under any sublease or further sublet such additional consideration for an assignment to be due and payable by Tenant to Landlord as additional rent hereunder, or (ii) elect to cancel this Lease as provided in subparagraph 10(b) hereof. d. Landlord shall have the right to transfer, assign and convey, in whole or in part, the Building and any and all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwiserights under this Lease, and paying in the event Landlord assigns its rights under this Lease, Landlord shall thereby be released from any other necessary sumsfurther obligations hereunder, and Tenant agrees to indemnify look solely to such successor in interest of the Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from for performance of such lien for brokerage services renderedobligations.

Assignment and Subletting. TenantSection 8.1 Except as expressly set forth herein, for itselfneither Tenant nor its legal representatives or successors in interest shall, its heirsby operation of law or otherwise, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge, encumber or encumber otherwise transfer this Lease or any part hereof, or the interest of Tenant under this Lease, nor underlet, or suffer in any sublease or permit the demised premises or any part thereof to be used or occupied by others, rent thereunder without the prior written consent of Landlord in each such instance. If this Lease be assigned, or if the demised premises The Premises or any part thereof shall not be underlet sublet, occupied or occupied used for any purpose by anybody anyone other than Tenant, without Tenant's obtaining in each instance the prior written consent of Landlord may, after default by Tenant, collect rent from in the assignee, undertenant or occupant, and apply the net amount collected manner hereinafter provided (subject to the rent herein reservedprovisions of Section 8.3 below). Tenant shall not modify, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenantextend, or amend a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent sublease previously consented to by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from without obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent thereto. With respect to any proposed assignment or subletting by Tenant, Tenant shall pay Landlord on demand, as Additional Rent, Landlord's reasonable attorneys' fees and administrative charge actually incurred associated with such transaction, regardless of whether such transaction is consummated. Section 8.2 Tenant expressly covenants and agrees that (A) if Tenant is a corporation, a transfer of more than twenty-five percent (25%) at any one time or, in each instance. A modificationthe aggregate from time to time of the shares of any class of the issued and outstanding stock of Tenant, amendment its successors or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises assigns, or the building issuance of which additional shares of any class of its stock to the same extent of more than 25% of the number of shares of said class of stock issued and outstanding at the time that it became the tenant hereunder or (B) if Tenant is a partnership, limited liability company, unincorporated association of other entity, the sale or transfer of more than 25% of the partnership, membership, joint venture, unincorporated association interests or other form a part for brokerage services claimed to have been performed for of beneficial interests of Tenant, its successors or assigns, or (C) the involvement by Tenant or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer leveraged buy-out or otherwise) whether or not actually performeda formal assignment or hypothecation of this Lease or Tenant's assets occurs (collectively, "Sale or Merger"), which results or will result in a reduction of the "Net Worth" of Tenant as hereinafter defined, by an amount equal to or greater than twenty-five percent (25%) of the Net Worth of Tenant from the Tenant's Net Worth at the time of the execution by Landlord of this Lease which for all purposes shall conclusively be deemed to be $381,000,000.00 ("Net Worth Reduction"), shall constitute an assignment of this Lease and, unless in each instance the prior written consent of Landlord has been obtained, shall constitute a default under this lease and shall entitle Landlord to exercise all rights and remedies provided for herein in the case of default. Notwithstanding the foregoing, with respect to (C) above, provided that Tenant shall notify Landlord within thirty (30) days of the Sale or Merger if a Net Worth Reduction has occurred, Tenant shall not be required to provide the prior written consent of Landlord to a Sale or Merger which results in a Net Worth Reduction. Thereafter, for a period of sixty (60) days, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of a security deposit, which will provide Landlord with reasonable adequate assurances of such entity's ability to perform fully all of Tenant's obligations under the Lease. If, for any reason, Landlord and Tenant do not agree such terms and conditions within such period of time, the same Sale or Merger shall constitute an Event of Default hereunder. Notwithstanding the foregoing provisions of this Section 8.2, transfers of stock in a corporation whose shares are traded in the "over-the-counter" market or any recognized national securities exchange shall not constitute an assignment for purposes of this lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Article 8. A. If Tenant is a corporation, limited liability company, partnership or similar entity, Landlord's consent shall not be discharged required with respect to sublettings to any corporation or similar entity or to any limited liability company, partnership or similar entity which is an Affiliate of Tenant, provided that (1) any such Affiliate is a reputable entity of good character and (2) a duplicate original instrument of sublease in form and substance reasonably satisfactory to Landlord, duly executed by Tenant within ten and such Affiliate, shall have been delivered to Landlord at least fifteen (1015) days thereafterprior to the effective date of any such sublease. For purposes of this Article 8, at the term "AFFILIATE" shall mean any entity which controls or is controlled by or under common control with Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sumsthe term "control" shall mean, in the case of a corporation, ownership or voting control, directly or indirectly, of at least twenty-five (25%) percent of all the voting stock, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and in case of a joint venture, limited liability company, partnership or similar entity, ownership, directly or indirectly, of at least twenty-five (25%) percent of all claimsthe general or other partnership, losses membership (or liability resulting from such lien for brokerage services renderedsimilar) interests therein.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assign, mortgage or encumber this Lease, nor underletsublet, or suffer or permit the demised premises Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent Landlord may not unreasonably withhold. If this Lease be assigned, or if the demised premises Premises or any part thereof be underlet sublet or occupied by anybody anyone other than TenantTenant without Landlord's prior written consent, such purported assignment or subletting shall be null and void; however, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant subtenant or occupant, and apply the net amount collected to the rent herein reservedRent, but and no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of its covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express Landlord's written consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion subletting. (b) For the purpose of its sublet spacethis Lease, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied an "assignment" prohibited by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease this section shall be deemed to include the following: if Tenant is a sublease. if partnership, a withdrawal or change (voluntary, involuntary, by operation of law or otherwise) of any lien is filed against of the demised premises partners thereof, or the building dissolution of which the same form partnership; or, if Tenant consists of more than one person, a part for brokerage services claimed to have been performed for purported assignment, transfer, mortgage or encumbrance (voluntary, involuntary, by operation of law or otherwise) from one thereof unto the other or others thereof; or, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, whether or not actually performedany change in the ownership (voluntary, involuntary, by operation of law, creation of new stock or otherwise) of 50 percent or more of its capital stock from the ownership existing on the date of execution hereof; or, the same sale of fifty percent (50%) or more of the value of the assets of Tenant. (c) No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing joint and several with the bond required by law, or otherwise, and paying any other necessary sumsassignee), and Tenant agrees to indemnify Landlord shall not be released from performing any of the terms, covenants and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedconditions of this Lease.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall a) Tenant will not assign, mortgage or encumber assign this Lease, nor underletor allow same to be assigned by operation of law or otherwise, or suffer or permit sublet the demised premises Leased Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instanceLandlord, and such consent shall not be unreasonably withheld. Notwithstanding any permitted assignment or subletting. Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. If this Lease be assigned, or if the demised premises Leased Premises or any part thereof be underlet are then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided or provided by anybody other than Tenantlaw, 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 rent against any sums due to Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance by of Tenant's obligations hereunder. For purpose of this Lease and transfer of more than fifty percent (50%) of the beneficial interest in Tenant or of covenants on the part control of Tenant herein contained(if Tenant is a partnership, corporation, limited liability, company, trust, or other type of business, organization or entity) shall constitute an assignment of this Lease. b) If Tenant shall propose to sublet or assign this Lease, it shall so notify Landlord in writing not less than thirty (30) days prior to the date of the proposed assignment or subletting. The consent by notice shall set forth the name of the proposed subtenant or assignee, the term, use, rental rate and other particulars of the proposed subletting or assignment, including without limitation, proof satisfactory to Landlord to an assignment that the proposed subtenant or underletting shall not in any way be construed to relieve Tenant from obtaining assignee is financially responsible and will immediately occupy and hereafter use the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all entire Leased Premises (or any sublet portion thereof) for the remaining term of its sublet spacethis Lease (or for the entire term of the sublease, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedshorter).

Assignment and Subletting. 9.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that that, except as expressly otherwise set forth in this lease, it shall not assign, mortgage or encumber this Leaseagreement, nor underlet, or suffer or nor suffer, nor permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease lease be assigned, or if the demised premises Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instance. A modificationIn no event shall the Demised Premises be sublet in part or for less than the entire remaining term of this lease, amendment less one (1) day. Notwithstanding anything in this Article 9 to the contrary, Tenant shall not be permitted to assign this lease or extension sublet the Demised Premises or any portion thereof at any time prior to the fifth (5th) anniversary of the Commencement Date. 9.02 If Tenant shall at any time or times on and after the fifth (5th) anniversary of the Commencement Date of this lease desire to assign this lease or sublet the Demised Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (a) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) nor more than one hundred eighty (180) days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) reasonable current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Landlord shall not unreasonably withhold or delay its consent to any proposed assignment or subletting at any time on or after the fifth (5th) anniversary of the Commencement Date. 9.03 Each subletting pursuant to this Article shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this lease. Notwithstanding any such subletting to Landlord or any such subletting to any other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the fixed rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to the provisions of this Article. If Landlord shall decline to give its consent to any proposed assignment or sublease Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. 9.04 In the event that (a) Landlord consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within 90 days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 9.02 before assigning this lease or subletting the Demised Premises. 9.05 With respect to each and every sublease or subletting authorized by Landlord under the provisions of this lease, it is further agreed: (a) no subletting shall be for a term ending later than one day prior to the expiration date of this lease; (b) no sublease shall be deemed valid, and no subtenant shall take possession of the Demised Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord; and (c) each sublease shall provide that it is subject and subordinate to this lease and to the matters to which this lease is or shall be subordinate, and that in the event of termination, re-entry or dispossess by Landlord under this lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month’s rent. 9.06 If the Landlord shall give its consent to any assignment of this lease or to any sublease, Tenant shall in consideration therefor, pay to Landlord, as additional rent: (a) in the case of an assignment, an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property, less, in the case of a sale thereof, but less the then net unamortized or undepreciated cost thereof (including Tenant’s Work) determined on the basis of Tenant’s federal income tax returns and less the reasonable costs paid by Tenant for alteration costs (or contributions in lieu thereof), advertising, brokerage or consulting fees or commissions and legal fees in connection with such assignment; and (b) in the case of a sublease, an amount equal to any rents, additional charge or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the fixed rent and additional rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof (including Tenant’s Work) determined on the basis of Tenant’s federal income tax returns. The sums payable under Sections 9.09(a) and (b) shall be paid to Landlord as and when paid by the assignee or subtenant, as the case may be, to Tenant. 9.07 If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Section 9.01 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of legal or beneficial interest of Tenant as if any lien such transfer of stock (or other mechanism) which results in a change of legal or beneficial interest of Tenant were an assignment of this lease, and if Tenant is filed against a partnership, joint venture or limited liability company, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the demised premises distributions of profits and losses of such partnership, joint venture or limited liability company (or other mechanism, such as, by way of example, the building creation of additional general partnership, limited partnership or membership interests) which results in a change of the legal or beneficial interest of such partnership, joint venture and limited liability company, as if such transfer of an interest in the distributions of profits and losses of such partnership, joint venture or limited liability company which results in a change of legal or beneficial interest of such partnership, joint venture or limited liability company were an assignment of this lease. Notwithstanding the foregoing provisions of this Article 9, Landlord’s consent shall not be required for an assignment of this lease or transfer of stock or beneficial interest as described above to a corporation or other entity which as a result of a merger or consolidation or sale of all or substantially all of Tenant’s assets succeeds to the business carried on by Tenant (each of the foregoing being referred to as a “Transaction”) provided that (i) with respect to each Transaction, same form a part is not principally for brokerage services claimed the purpose of transferring Tenant’s interest in the lease, (ii) with respect to have been performed for each Transaction, (X) Tenant gives Landlord at least ten (10) business days prior written notice of the proposed Transaction together with reasonable evidence as to the nature of same, (Y) Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafterafter effecting the Transaction gives Landlord written notice of the occurrence thereof together with reasonable evidence that the requirement described in clause (i) has been satisfied, at and (Z) any transferee shall continue with the same or substantially similar business operation as Tenant under the same trade name as Tenant's expense. 9.08 Any assignment or transfer, whether made with Landlord’s consent pursuant to Section 9.01 or without Landlord’s consent pursuant to Section 9.01, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the assignee shall assume the obligations of this lease on the part of Tenant to be performed or observed and whereby the assignee shall agree that the provisions in Section 9.01 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this lease, and notwithstanding the acceptance of fixed rent and/or additional rent by filing Landlord from an assignee, transferee, or any other party, the bond required original named Tenant shall remain fully liable for the payment of the fixed rent and additional rent and for the other obligations of this lease on the part of Tenant to be performed or observed. 9.09 The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any respect by lawany agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of, this lease, or by any waiver or failure of Landlord to enforce any of the obligations of this lease. 9.10 The listing of any name other than that of Tenant, whether on the doors of the Premises or elsewhere in the Building, or otherwise, and paying shall not operate to vest any other necessary sumsright, and Tenant agrees interest in this lease or in the Demised Premises, nor shall it be deemed to indemnify be the consent of Landlord and its agents and hold them harmless from and against to any and all claims, losses assignment or liability resulting from such lien for brokerage services renderedtransfer of this lease or to any sublease of the Demised Premises or to the use or occupancy thereof by others.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber Not without the prior written consent of Landlord to assign this Lease, nor underletto make any sublease, or suffer or to permit occupancy of the demised premises Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law (it being understood that in no event shall Landlord consent to any such assignment, sublease or occupancy if the same is on terms more favorable to the successor occupant than to the then occupant); as additional rent, to reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Landlord's consent to any proposed assignment of subletting is required both as to the terms and conditions thereof, and as to the creditworthiness of the proposed assignee or subtenant and the consistency of the proposed assignee's or subtenant's business with other uses and tenants in the Building. Landlord's consent to assignment or subletting by Tenant shall not be unreasonably withheld, provided that Tenant is not the in default under this Lease and such assignee or subtenant pays therefor the greater of the Annual Rent and additional rent then payable hereunder, or the then fair market rent for the Premises; and provided further that Landlord shall not be deemed unreasonable for withholding its consent to any assignment or subletting the arrangements for which are to be used made through any broker other than Landlord or occupied its affiliates. In the event that any assignee or subtenant pays to rent than payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the Premises, Tenant shall promptly pay said excess to Landlord as and when received by othersTenant. If, at any time during the Term of this Lease, Tenant is: (i) a corporation or a trust (whether or not having shares of beneficial interest) and there shall occur any change in the identity of any of the persons then having power to participate in the election or appointment of the directors, trustees or other persons exercising like functions and managing the affairs of Tenant; or (ii) a partnership or association or otherwise not a natural person (and is not a corporation or a trust) and there shall occur any change in the identity of any of the persons who then are members of such partnership or association or who comprise Tenant; Tenant shall so notify Landlord and Landlord may terminate this Lease by notice to Tenant given within 90 days thereafter if, in Landlord's reasonable judgment, the credit of Tenant is thereby impaired. This paragraph shall not apply if the initial Tenant named herein is a corporation and the outstanding voting stock thereof is listed on a recognized securities exchange. Notwithstanding the foregoing, upon prior notice to Landlord, without the prior written consent of Landlord in each instance. If Landlord, Tenant shall be able to assign this Lease or sublease the whole or a portion of the Premises to an affiliate or Tenant (as defined below) provided that (a) no such assignment or subletting shall affect the continuing primary liability of Tenant and, following such assignment or subletting, Tenant shall be assignedjointly and severally liable with the assignee or subleasee for all obligations under this Lease, (b) the creditworthiness of the proposed assignee or if sublessee is substantially the demised premises same as that of Tenant, (c) the identity and character of the business of the assignee or sublessee and uses proposed by such assignee or sublessee are consistent with the Permitted Uses, and (d) Tenant is not then in default under this Lease. The term "affiliate of Tenant" for purposes of this Lease shall mean any entity controlling, controlled by or under common control with Tenant or any part thereof be underlet successor of Tenant by merger, consolidation or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver acquisition of substantially all of the provisions hereof, the acceptance assets of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant8.1 Neither Tenant nor its legal representatives or successors in interest shall, for itselfby operation of law or otherwise, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge, encumber or encumber otherwise transfer this Lease or any part hereof, or the interest of Tenant under this Lease, nor underlet, or suffer in any sublease or permit the demised premises rent thereunder. The Premises or any part thereof to shall not be sublet, occupied or used or occupied for any purpose by othersanyone other than Tenant, without Tenant's obtaining in each instance the prior written consent of Landlord in each instancethe manner hereinafter provided. If this Lease As indicated in, and subject to, Section 8.4 below, Landlord's consent shall not be assignedunreasonably withheld, conditioned or delayed. Tenant shall not modify, extend, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected amend a sublease previously consented to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from without obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension thereto. 8.2 An assignment of a sublease this Lease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for occurred (a) if, in a single transaction or in a series of transactions, a more than 50% interest in Tenant, any guarantor of this Lease, or any subtenant (whether stock, partnership, interest or otherwise) is transferred, diluted, reduced, or otherwise affected with the result that the present holder or owners of Tenant, such guarantor, or such subtenant have less than a 50% interest in Tenant, such guarantor or such subtenant, or (b) if Tenant's obligations under this Lease are taken over or assumed in consideration of Tenant leasing space in another office building. The transfer of the outstanding capital stock of any corporate Tenant, guarantor or subtenant through the "over-the-counter" market or any recognized national securities exchange (other than by persons owning 5% or more of the voting calculation of such 50% interest of clause 8.2(a) above) shall not actually performedbe included in the calculation of such 50% interest in clause (a) above. 8.3 Notwithstanding anything to the contrary in Section 8.1, Tenant shall have the same shall be discharged right, upon notice to Landlord, to (a) sublet all or part of the Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant within ten or is under common control with Tenant; or (10b) days thereafter, at assign this Lease to a successor corporation into which or with which Tenant is merged or consolidated or which acquired substantially all of Tenant's expenseassets and property; provided that (i) such successor corporation assumes substantially all of the obligations and liabilities of Tenant and shall have assets, capitalization and net worth at least sufficient to perform the obligations of Tenant under this Lease, accounting for the obligations assumed by filing the bond required by law, or otherwisesuch successor in such transaction, and paying (ii) Tenant shall provide in its notice to Landlord the information required in Section 8.4. No such transaction shall operate to release Tenant from any other necessary sums, liability under this Lease. For the purpose hereof "control" shall mean ownership of not less than 50% of all the voting stock or legal and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses equitable interest in such corporation or liability resulting from such lien for brokerage services renderedentity.

Assignment and Subletting. 9.1 Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assignmake, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises such assignment, subleasing or any part thereof to be used or occupied by others, occupancy without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least forty five (45) days but no more than one hundred eighty (180) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial reports and other relevant financial information of the proposed subtenant or assignee. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in each instance. If this Lease be assignedand for compliance with all of its other obligations under the terms, or provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the demised premises Premises or any part thereof be underlet of them are then assigned or occupied sublet, Landlord, in addition to any other remedies provided in this Lease or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant under this Lease, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant novation or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on Tenant’s obligations under this Lease. 9.3 In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the part option, in its sole discretion, in the event of Tenant herein containedone or more proposed subletting or assignments (together with any prior subletting or assignments) of fifty percent (50%) or more of the Premises in the aggregate, to recapture the portion of the Premises to be sublet or assigned, as of the date the subletting or assignment is to be effective. The consent option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to an assignment or underletting Tenant within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required above. If this Lease shall not be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in any way be construed to relieve Tenant from obtaining Tenant’s notice as the express consent in writing effective date of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its the sublease or further sublet all or any assignment as if that dates had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of its sublet spacethe Premises, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease this Lease shall be deemed a sublease. if any lien is filed against cancelled as of the demised premises or effective date of such recapture as to the building portion of the Premises so recaptured, and the rent to be paid from time to time during the unexposed Term shall ▇▇▇▇▇ proportionately based on the proportion by which the same form approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture; provided, however, notwithstanding such recapture and cancellation, Tenant shall remain liable for all liabilities and obligations which accrued prior to such cancellation but remain unpaid or unfulfilled. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission which may be due and owing as a part for brokerage services claimed to have been performed for Tenantresult of any proposed assignment or subletting, whether or not actually performedthe Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant. Notwithstanding the foregoing, the same recapture right contained in this Section 9.3 shall not apply to a proposed sublease or assignment to a Qualified Tenant Affiliate (as hereinafter defined). 9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as Additional Rent an amount equal to fifty percent (50%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i) all rent another consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time; provided, however, the Tenant shall be discharged entitled to deduct from such excess rental or other consideration paid to Tenant prior to such payment to Landlord the monthly portion of the following costs incurred by Tenant within ten in actually securing such assignment or sublease, amortized over the first (101st) days thereafteryear of the term of any such sublease, at Tenant's expense, by filing the bond required by lawassignment, or otherwiseother transfer: customary brokerage fees, reasonable advertising or other bona-fide marketing costs, reasonable legal fees and paying expenses, other economic concessions granted to such assignee or subtenant which are comparable for similar transactions between comparable parties; and reasonable expenses for any other necessary sums, and improvements to be constructed in such assigned or subleased space. Tenant agrees shall not be entitled to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting deduct from such lien for brokerage services renderedexcess rental any costs or expenses attributable to any vacancy periods. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Landlord in good faith. Notwithstanding the foregoing, the provisions of this Section 9.4 shall not apply to a proposed sublease or assignment to a Qualified Tenant Affiliate.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (A) Tenant shall not assign, mortgage mortgage, or encumber hypothecate this Lease or any interest therein, or otherwise transfer any legal or equitable interest in this Lease, nor underlet, or suffer or permit shall Tenant sublet the demised premises or any part thereof to be used thereof, whether voluntarily or occupied involuntarily or by othersoperation of law, without the prior written consent of Landlord. Landlord may grant, withhold or condition its consent upon such terms and provisions which Landlord in each instanceits sole and exclusive discretion determine, unless otherwise below provided in Paragraph 12(B). If Further, Tenant shall not have any right hereunder to mortgage or encumber any of Tenant's leasehold improvements to be made within the demised premises, and all such improvements shall be installed free and clear of any and all liens or encumbrances of any kind whatsoever. Any assignment or other transfer consented to by Landlord shall not relieve Tenant for any of its obligations under this Lease, and any such assignment or other transfer not first consented to in writing by Landlord shall be null and void. Any attempted assignment of this Lease by operation of any of the aforesaid events not consented to by Landlord in writing shall be assignednull and void. In the event Landlord shall determine, in its sole and exclusive discretion, to approve a proposed subtenant or if assignee of Tenant, such assignee or subtenant shall in any event be consistent with the type of tenants commonly found in other first- (B) Notwithstanding the aforesaid provisions contained in Paragraph 12(A) of the Lease, the Landlord shall be required to consent to any proposed assignment of this Lease or subletting (in whole) of the demised premises, provided that the proposed assignment or subletting shall occur in connection with any merger, acquisition or consolidation of Tenant whereby the party succeeding to all (or substantially all) of Tenant's assets prior to such merger, consolidation or acquisition shall succeed to Tenant's interest in this Lease, and further provided that the party succeeding to such interest shall execute and deliver unto Landlord such documents as Landlord shall reasonably request in order to evidence its or their assumption of all of the obligations, covenants, duties and agreements under this Lease of the Tenant, and further that the use of the demised premises is in compliance with Paragraph 4, herein. In the event of any such permitted transfer of this Lease as hereinabove provided, the original named Tenant shall remain fully liable for all obligations under this Lease and no such permitted transfer shall relieve any such party of any liability hereunder. Tenant shall pay to Landlord upon request, the administrative expenses and reasonable attorneys' and accountants' fees incurred by Landlord in review of any proposed assignment or subletting, and in preparing or reviewing any part thereof be underlet documents, financial data or occupied by anybody other than Tenant, Landlord may, after default information concerning a proposed assignment or subletting by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assign, mortgage or encumber this Lease, nor underletsublet, or suffer or permit the demised premises Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent Landlord will not unreasonably withhold. If this Lease be assigned, or if the demised premises Premises or any part thereof be underlet sublet or occupied by anybody anyone other than TenantTenant without Landlord’s prior written consent, such purported assignment or subletting shall be null and void; however, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant subtenant or occupant, and apply the net amount collected to the rent herein reservedRent, but and no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of its covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express Landlord’s written consent in writing of Landlord to any further assignment or underlettingsubletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion BRWHP Properties ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ 11 of its sublet space32 01/01/09 (b) For the purpose of this Lease, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied an “assignment” prohibited by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease this section shall be deemed to include the following: if Tenant is a sublease. if partnership, a withdrawal or change (voluntary, involuntary, by operation of law or otherwise) of any lien is filed against of the demised premises partners thereof, or the building dissolution of which the same form partnership; or, if Tenant consists of more than one person, a part for brokerage services claimed to have been performed for purported assignment, transfer, mortgage or encumbrance (voluntary, involuntary, by operation of law or otherwise) from one thereof unto the other or others thereof; or, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, whether or not actually performedany change in the ownership (voluntary, involuntary, by operation of law, creation of new stock or otherwise) of 50 percent or more of its capital stock from the ownership existing on the date of execution hereof; or, the same sale of fifty percent (50%/or more of the value of the assets of Tenant (c) No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing joint and several with the bond required by law, or otherwise, and paying any other necessary sumsassignee), and Tenant agrees to indemnify Landlord shall not be released from performing any of the terms, covenants and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedconditions of this Lease.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it The Tenant shall not assignassign this Lease in whole or in part, mortgage nor sublet all or encumber any part of the Premises, nor grant any license or part with possession of the Premises or transfer any other right or interest under this Lease, nor underletor, or suffer if the Tenant is a corporation, cause or permit the demised premises to occur either directly or indirectly any part thereof to be used change in its ownership or occupied by otherscontrol, all without the prior written consent of the Landlord in each instance. If , which consent shall not be unreasonably withheld or delayed provided the proposed assignment or sublease or change in ownership or control complies with the following provisions: (a) notwithstanding any assignment or sublease, the Tenant shall remain fully liable on this Lease and shall not be assignedreleased from performing any of the terms, covenants and conditions of this Lease; (b) if the Lease is assigned or if the demised premises Premises or any part thereof be underlet are sublet or occupied by anybody anyone other than the Tenant, the Landlord may, after default by Tenant, may collect rent directly from the assignee, undertenant subtenant or occupant, and apply the net amount collected collected, or the necessary portion thereof, to the rent herein reserved, but ; (c) no assignment, underletting, occupancy sublease or collection transfer of ownership or control of the Tenant shall be deemed made or proposed other than to substantial and responsible persons, firms, partnerships or bodies corporate who have financial strength equal to or greater than the Tenant and who are experienced in and agree to carry on the type of business conducted in the Premises by the Tenant, as set form in Section 1.1(h), and in the case of any assignment or subletting who undertake in favour of the Landlord to perform and observe the obligations of the Tenant hereunder by entering into an assumption agreement directly with the Landlord; (d) the prohibition against assigning or subletting without the consent required by this Article shall be construed to include a prohibition against any assignment or sublease by operation of law; (e) the consent by the Landlord to any assignment or sublease shall not constitute a waiver of the provisions hereof, the acceptance necessity of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The such consent by Landlord to an any subsequent assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant, 12.1 Tenant for itself, its heirs, distributees, executorssuccessors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assigndirectly or indirectly by operation of law, mortgage merger, consolidation, reorganization, dissolution, change of majority ownership of Tenant, or otherwise, assign (which for purposes of this Lease, shall include any such merger, consolidation, reorganization, dissolution or change of ownership of Tenant), mortgage, or encumber this Lease, nor underletor any part thereof, or suffer or permit the demised premises or any part thereof Premises to be used or occupied by others, others without the prior written consent of Landlord in each instance. If this Lease be assigned, or if Any attempt to do so by the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection Tenant shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedvoid. The consent by Landlord to any assignment, mortgage, encumbrance, subletting, or use of the Premises by others shall not constitute a waiver of Landlord’s right to withhold its consent to any other assignment, mortgage, encumbrance, subletting or use of the Premises by others. Without the prior written consent of Landlord, this Lease and the interest of Tenant therein or any assignee of Tenant therein, shall not pass by operation of law, and shall not be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by Tenant or any assignee of Tenant. 12.2 Landlord covenants and agrees that it will not unreasonably withhold, condition or delay its consent to Tenant’s assigning or subletting all or a part of the Premises, provided, however, (1) that Tenant shall not be in default under any of the terms, covenants, conditions, provisions, and agreements of this Lease at the time of any notice or request for consent under the terms of this Article or at the effective date of such subletting or assigning; and (2) that such subletting or assigning shall not be made with a Tenant who shall be or who shall seek to use any portion of the Premises for a use incompatible with that customarily found in first-class office buildings; notwithstanding the foregoing, the Premises may not be sublet or assigned to any employment agency, governmental department, labor union office, doctor’s or dentist’s office, dance or music studio, school or beauty salon and (3) that the proposed subtenant or assignee is not then an occupant of any part of the Building or a party who dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to reasonably comparable space in the Building during the 12 months immediately preceding ▇▇▇▇▇▇’s request for ▇▇▇▇▇▇▇▇’s consent. 12.3 If Tenant requests ▇▇▇▇▇▇▇▇’s consent to an assignment of this Lease or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing a subletting of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any part of the Premises, Tenant shall submit to Landlord the following information for the proposed assignee or subtenant: (1) their name and address (including the name and phone number of two principals or managers of the assignee); (2) the terms of the proposed assignment or sublease; (3) the nature of their business; (4) their three (3) most recent audited annual financial statements; (5) their certificate of formation; (6) their tax identification (“EIN”) number, and (7) such other information as to their fiscal health and general reputation as Landlord may reasonably require. 12.4 Upon the receipt of such request and information from Tenant, Landlord shall have the option to be exercised in writing within thirty (30) days after such receipt, to either (1) cancel and terminate this Lease, if the request is to assign this Lease, or to sublet all of the Premises for the balance of the Term (or substantially the balance of the Term), or if the request is to sublet a portion of its sublet spacethe Premises only, to cancel and terminate this Lease with respect to such portion, in each case as of the date set forth in Landlord’s notice of exercise of such option (the “Recapture Right”); or otherwise suffer or permit (2) to grant said request; or, (3) to deny such request. Notwithstanding the foregoing, provided the sublet space is (x) not for the balance of the Term (or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension substantially the balance of a sublease shall be deemed a the Term); (y) Tenant expressly intends on re-entering the Premises upon expiration of the sublease. if any lien is filed against ; and (z) the demised premises or the building of which the same form a part for brokerage services claimed to have been performed named Tenant remains obligated for Tenant’s performance under this Lease, whether or not actually performed, Landlord agrees to waive its Recapture Right. Landlord shall provide written notice to Tenant of its intent to exercise the same shall be discharged by Tenant Recapture Right within ten (10) business days thereafterafter ▇▇▇▇▇▇▇▇’s receipt of Tenant’s request. In the event Landlord provides such written notice to Tenant of its intent to exercise the Recapture Right, at Tenant shall have the right within five (5) business days after Tenant's expense’s receipt of Landlord’s notice that it is exercising its Recapture Right, by filing to withdraw ▇▇▇▇▇▇’s request to assign the bond required by lawLease or sublet the Premises and this Lease shall remain in full force and effect. 12.5 In the event Landlord shall cancel this Lease, ▇▇▇▇▇▇ shall surrender possession of the Premises, or otherwisethe portion of the Premises which is the subject of the request, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Premises. If the Lease shall be canceled as to a portion of the Premises only, the Base Rent and Additional Rent payable by Tenant hereunder shall be reduced proportionately according to the ratio that the number of square feet in the portion of space surrendered bears to the square feet in the rentable square footage of the Premises. 12.6 In the event that Landlord shall consent to a sublease or assignment pursuant to the request from Tenant, Tenant shall cause to be executed by its assignee or subtenant (1) an agreement to perform faithfully and to assume and be bound by all of the terms, covenants, conditions, provisions, and paying agreements of this Lease for the period covered by the assignment or sublease and in the event of sublease, to the extent of the space sublet and (2) as to assignments only, a landlord consent to assignment in a form acceptable to Landlord memorializing ▇▇▇▇▇▇▇▇’s approval of the assignee. An executed copy of each sublease or assignment and assumption of performance by the sublessee or assignee, on a form acceptable to Landlord, shall be delivered to Landlord within thirty (30) days prior to the commencement of occupancy set forth in such assignment or sublease. No such assignment or sublease shall be binding on Landlord until Landlord has received such copies as required herein. 12.7 Except as may otherwise be expressly provided in this Lease, in no event shall any other necessary sumsassignment or subletting (whether or not Landlord may have consented), release or relieve Tenant from its obligations to fully perform all of the terms, covenants, and conditions of this Lease on its part to be performed, unless otherwise agreed in writing by Landlord. 12.8 Without otherwise restricting the grounds upon which Landlord may otherwise withhold its consent, Landlord shall not be deemed to have unreasonably withheld its consent to such an assignment or subletting if Landlord Consent Requirements are not satisfied. Furthermore, Landlord may withhold its consent if, in its judgment, it determines that: (a) The proposed new use of the Premises is not, in Landlord’s reasonable opinion, appropriate for the Building or in keeping with the character of the existing tenancies or is expressly prohibited under the terms of this Lease. (b) The proposed assignee’s use or occupancy will make unreasonable or excessive demands on the Building’s services, maintenance or facilities or will cause excessive traffic or unacceptable increase in density of traffic of the building. (c) Less than fifty (50%) percent of the rentable square footage of the Building is then rented. 12.9 As used herein, “Landlord’s Consent Requirements” shall mean the following minimum requirements which must be met by Tenant agrees before Landlord shall consent to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses an assignment of the Lease or liability resulting from such lien for brokerage services rendered.subletting of part of the Premises:

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersnot, without the prior written consent of Landlord in each instance. If Landlord, (i) assign, convey, encumber, or mortgage this Lease or any interest hereunder; (ii) suffer to occur or permit to exist any assignment of this Lease or any interest hereunder, or any recordable lien upon Tenant's interest or any part thereof, voluntarily, involuntarily or by operation of law; (iii) sublet the Premises or any part thereof; or (iv) permit the use of the Premises or any part thereof by any parties other than Tenant and its employees and their lawful licensees and invitees. For purposes of the preceding sentence, any change in ownership of Tenant or of any guarantor of Tenant's obligations under this Lease (a "Guarantor") shall be assigneddeemed to be an assignment of this Lease. A "change in ownership" shall be deemed to have occurred (a)(i) for a publicly traded corporation, when there is a change of effective control; (ii) for any other entity, in the event of any circumstance where the voting interest of any party or group of parties increases or decreases by more than one-third of the entire voting interest; or (b) upon the distribution of over 50% of any entity's assets, or if the demised premises value of assets sold (net of undistributed consideration received) exceeds 50% of asset value. Landlord's consent to any assignment, subletting, transfer, or to any part thereof other matter set forth above in this Section 16, shall not constitute a waiver of Landlord's right to withhold its consent to any future assignment, subletting or transfer, or to any such other matter. Tenant shall give Landlord written notice of any proposed sublease or assignment which notice shall contain the name of the proposed sublessee or assignee and proposed principal terms thereof. With respect to any proposed assignment of all of the Premises or sublease of all of the Premises which is to occur subsequent to the earlier of (i) the date upon which at least 85% of the Rentable Area of the Building has been leased, or (ii) twenty-four months after the Commencement Date, Landlord agrees that it shall not unreasonably withhold its consent to such assignment or sublease; provided, however, that reasonable grounds for the withholding of consent shall include, without limitation, whether the use by the proposed assignee or sublessee will be underlet the same general administrative office use as that of Tenant (and if not, whether the proposed use would be an appropriate use for a Class A office building in the Denver Technological Center, including without limitation whether the density of the proposed use would result in an occupancy level of greater than five (5) occupants per ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇), and Landlord's judgment of the proposed assignee's or occupied by anybody subtenant's insufficient financial capacity or business experience to perform Tenant's obligations under this Lease or of its poor business reputation. With respect to any proposed assignment or sublease other than Tenantthose specified in the preceding sentence, Landlord maymay withhold its consent in its sole discretion, after default for any reason, or for no reason. Upon any assignment or subletting by Tenant, collect rent (i) unless agreed in writing by Landlord, the original Tenant and any Guarantor shall not be released from any covenant or obligation under this Lease, and (ii) Landlord shall be entitled to receive and collect, either from Tenant or directly from the assigneeassignee or subtenant, undertenant or occupantall of the Rent and other sums payable by Tenant under this Lease. In addition, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection Landlord shall be deemed a waiver entitled to so receive and collect fifty percent (50%) of the provisions hereofconsideration, if any, that the acceptance assignee or subtenant is required to pay for the use and enjoyment of Tenant's rights under this Lease in excess of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance amounts payable by Tenant to Landlord under this Lease, after deducting therefrom all of covenants on the part of expenses incurred by Tenant herein contained. The consent by Landlord to an in connection with such assignment or underletting shall not sublease (whether such excess is payable by such assignee or subtenant in any way be construed to relieve Tenant from obtaining the express consent monthly installments, in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by lawlump sum, or otherwise). If Tenant believes that Landlord has unlawfully or unreasonably withheld its consent to a proposed assignment or sublease to which Landlord has agreed not to unreasonably withhold its consent, Tenant shall not have any right to recover damages or to terminate this Lease, but Tenant's sole remedy shall be to seek a declaratory judgment that Landlord has unlawfully or unreasonably withheld its consent or an order for specific performance or mandatory injunction that Landlord give its consent. Tenant acknowledges that the conditions, covenants and paying any other necessary sumsprovisions in this Lease, including but not limited to those in this Section 16, have been fully and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedfreely negotiated.

Assignment and Subletting. 14.1. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer sublet or permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instanceinstance and in accordance with the terms and conditions of this Article XIV, which consent in each instance shall not be unreasonably withheld, conditioned or delayed. If this Lease be assigned, or if the demised premises Demised Premises or any part thereof be underlet sublet or occupied by anybody other than Tenant, Landlord may, after default by TenantTenant beyond applicable notice and cure periods, collect rent from the assignee, undertenant subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingsubletting. 14.2. In no event shall For purposes of this Article XIV, any permitted sublessee assign or encumber its sublease or further sublet occupancy arrangement affecting all or any portion part of its the Demised Premises, other than a direct lease with Landlord, not deemed an assignment shall be referred to as a sublease and any occupant of all or part of the Demised Premises, other than a tenant under a direct lease with Landlord, not deemed an assignee shall be referred to as a sublessee. If the Tenant shall desire to assign this Lease or sublet spaceall of the Demised Premises, it shall first submit in writing to the Landlord a notice setting forth in reasonable detail: (a) the identity and address of the proposed assignee or otherwise suffer or permit sublessee; (b) in the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension case of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performedsubletting, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, terms and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.conditions thereof;

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Section 11.01. Tenant shall not assign, assign or mortgage or encumber this Lease, nor underletlease, or suffer sublet or permit the occupancy by anyone other than Tenant of all or any portion of the demised premises premises, except as hereinafter set forth. Subject to the "recapture of profit" provisions set forth in Section 11.03, Tenant is hereby granted the right to sublet each or any combination of the following portions (all or any part thereof of such portion) of the demised premises (a) the office space in the demised building premises, (b) the demised parking premises and (c) the demised building premises other than office space, with the written consent of Landlord, which shall not be unreasonably withheld or delayed, provided that: (i) There may be no more than three sublets at any one time for the demised premises; (ii) The proposed subtenant is a reputable person or entity of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof; (iii) The proposed subtenant shall not be a foreign, United States, State, municipal or other governmental or quasi-governmental body, agency or department or any authority or other entity which is affiliated therewith or controlled thereby nor otherwise be entitled, directly or indirectly, to diplomatic or sovereign immunity. Such subtenant shall be subject to the service of process in, and the jurisdiction of, the courts located in the City and State of New York; (iv) Each such sublease shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this lease, and the term of any such sublease shall end not later than the expiration of earlier termination of the term of this lease; (v) Tenant shall and will remain fully liable for the payment of the fixed rent, additional rent and other Charges and sums due and to become due hereunder and for the obligations and performance of all other covenants, agreements, terms, provisions and conditions in this lease on Tenant's part to be used observed and performed; (vi) No such sublease shall modify or occupied by otherslimit any right or power of Landlord under this lease or be deemed to constitute a consent on the part of Landlord to any further sublease, without or affect or reduce any obligation of Tenant hereunder and all such obligations of Tenant shall continue in full force and effect as obligations of Tenant as principal and not as guarantor or surety, as though no such subletting had been made; (vii) Simultaneously with requesting the consent of Landlord, Tenant shall provide Landlord with a copy of the proposed sublease, and in the event that Landlord grants its consent, Tenant shall deliver a fully executed copy of the sublease within five (5) business days after the execution of same. (viii) The use, occupancy, assignment or subletting to any company, corporation, firm or entity which is a parent or a subsidiary, directly or indirectly, of the Tenant or into which Tenant may be merged or consolidated or to which substantially all of its assets may be transferred shall not be deemed an assignment or subletting requiring the prior written consent of the Landlord; provided, however, that advance written notice must be given to Landlord in each instanceof the proposed entity to be given such use, occupancy, assignment or subletting and the space to be used and for how long a period, and provided, further, that no such assignment shall relieve Tenant of its obligations under this lease. Section 11.02. If Tenant hereby collaterally assigns to Landlord all rents and other sums due or to become due under any sublease, together with the right to collect and receive such rents and other sums, provided, however, that so long as no default shall exist under this Lease be assignedlease, and no event shall exist which by lapse of time or service of notice, or if both, has or would become a default under this lease, Tenant shall have the demised premises or any part thereof be underlet or occupied by anybody right to collect and receive such rents and other than Tenantsums for its own uses and purposes. Upon the occurrence of a default, and thereafter for so long as such default shall continue, Landlord mayshall have absolute title to such rents and other sums and the absolute right to collect and receive the same and Tenant hereby consents to and irrevocably authorizes and directs the then subtenant, after default by Tenantupon notice and demand from Landlord of Landlord's right to receive the aforesaid rents and other sums, collect rent from to pay to Landlord such rents and other sums due or to become due under the assignee, undertenant or occupantsublease, and apply such subtenant shall have the net amount collected right to rely on such notice and demand and shall pay to Landlord such rents and other sums without any obligation or right to determine the rent herein reserved, but no assignment, underletting, occupancy actual existence of any default or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent event claimed by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing basis of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modificationright to receive such rents and other sums notwithstanding any notice or claim by Tenant to the contrary, amendment and Tenant shall have no claim or extension of a sublease right against any such subtenant for any such rents and other sums so paid by such subtenant to Landlord but such payments shall be deemed credited to Tenant's account. Tenant agrees it will not take any action inconsistent with the assignment of rents contained in this Section 11.02 or make any other assignment of such rents and other sums, and that any other assignment shall be void ab initio. Tenant will from time to time, upon the request of Landlord, execute a subleaseseparate instrument confirming such assignment and any other instrument of further assurance which Landlord may reasonably specify to effectuate the provisions of this Section 11.02. Section 11.03. if Anything contained in this Article XI to the contrary notwithstanding, any lien is filed against sublet at a rental in excess ("profit") of the rental per square foot set forth in Exhibit D applicable for the demised building premises or the building of which demised parking premises, respectively, for the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same particular lease year(s) shall be discharged paid and belong to Landlord. At Landlord's option, such profit shall be paid to Landlord directly by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedsublessee.

Assignment and Subletting. 9.1 Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assignmake, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises such assignment, subleasing or any part thereof to be used or occupied by others, occupancy without the prior written consent of Landlord, such consent not to be unreasonably withheld, delayed or conditioned, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. Landlord in each instance. If shall have fifteen (15) days to respond to any proposed request for approval of an assignment or pledge of this Lease be assignedor any sublease and in the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least fifteen (15) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee, to the extent available. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. During any period in which an Event of Default exists uncured, if the demised premises Premises or any part thereof be underlet of them are then assigned or occupied sublet, Landlord, in addition to any other remedies provided in this Lease or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant under this Lease, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant novation or occupant as tenant, or a release of Tenant from the further performance by of Tenant’s obligations under this Lease. 9.3 Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereaftershall, at Tenant's ’s own cost and expense, discharge in full any outstanding commission obligation which may be due and owing as a result of any proposed assignment or subletting. 9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as additional rent an amount equal to fifty percent (50%) of any Increased Rent (as defined below), when and as such Increased Rent is received by filing Tenant. As used in this Section, the bond required following shall constitute the definition of “Increased Rent”: the gross revenue received from the assignee or sublessee during the sublease or the assignment with respect to the space covered by lawthe sublease or the assignment (“Transferred Space”) less: (i) with respect to a sublease only, the gross revenue paid to Landlord by Tenant during the period of the sublease term with respect to the Transferred Space; (ii) any improvements or otherwiseimprovement allowance or other economic concession (planning allowance, moving expenses, etc.), paid by Tenant to a sublessee or assignee; (iii) reasonable brokers’ commissions and paying attorneys’ fees paid by Tenant in connection with the transfer; (iv) reasonable lease takeover payments paid by Tenant in connection with the transfer; (v) reasonable costs of advertising the space for sublease or assignment; and (vi) any other necessary sumsreasonable costs actually paid in assigning or subletting the Transferred Space; provided, and however, under no circumstance shall Landlord be paid any Increased Rents until Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against has recovered all the items set forth in subparts (i) through (vi) for such Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth in subparts (i) through (vi) above (the “Net Revenues”) are less than any and all claimscosts actually paid in assigning or subletting the affected space (collectively “Transaction Costs”), losses the amount of the excess Transaction Costs shall be carried over to the next year and then deducted from Net Revenues, with the procedure repeated until Increased Rent is achieved. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Landlord in good faith. Landlord shall not have the right to recapture the Premises or liability resulting from such lien for brokerage services renderedterminate the Lease in connection with any assignment or subletting.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Section 15.01 Lessee shall not assignmortgage, mortgage pledge, encumber or encumber otherwise hypothecate this Lease, nor underlet, Lease or suffer or permit the demised premises Demised Premises or any part thereof in any manner whatsoever, and any attempt to do so shall be used void and a material breach of this Lease. Lessee shall not, whether voluntarily, involuntarily, by operation of law or occupied by othersotherwise: (a) assign or otherwise transfer this Lease or offer or advertise to do so; or (b) sublet the Demised Premises or any part thereof, or offer or advertise to do so, without in each instance, obtaining the prior written consent of Landlord in each instancethe Lessor, which consent shall not be unreasonably withheld or delayed. If Any attempt by Lessee to assign or transfer this Lease be assigned(or its Term and estate) or offer or advertise to do so, or if sublet the demised premises Demised Premises or any part thereof or offer or advertise to do so, without strictly complying with the requirements of this Article shall be underlet void and a material breach of this Lease. Use or occupied occupancy of the Demised Premises by anybody a licensee, concessionaire, or any person other than TenantLessee is a sublease subject to this Article. Section 15.02 If Lessee is a corporation, Landlord a dissolution of the corporation or a transfer (by one or more transactions) of a majority of the voting stock of Lessee shall be deemed an assignment of this Lease subject to this Article except for transactions with a corporation into or with which Lessee is merged or consolidated, provided that a principal purpose of such merger is not the assignment of this Lease. If Lessee is a partnership, or limited liability partnership or limited liability company, a dissolution thereof or a transfer of the controlling interest in Lessee (including the admission of new partners or members or withdrawal of existing partners or members having a controlling interest) shall be deemed an assignment of this Lease subject to the provisions of this Article regardless of whether the transfer is made by one or more transactions, or whether one or more persons hold the controlling interest prior to the transfer or afterwards. Section 15.03 No assignment of this Lease shall be valid or binding on Lessor unless and until the assignee executes and delivers to Lessor an agreement in form and substance satisfactory to Lessor, whereby the assignee assumes and agrees to be bound by all of the provisions of this Lease and to perform all of the obligations of Lessee hereunder. Section 15.04 The consent by Lessor to any assignment or sublease shall not relieve Lessee or any person claiming through or under Lessee of the obligation to obtain the consent of Lessor, pursuant to the provisions of this Article to any future assignment or sublease. Section 15.05 If this Lease is assigned, whether or not in violation of the provisions of this Lease, Lessor may collect rent from the assignee. If the Demised Premises or any part thereof are sublet, whether or not in violation of this Lease, Lessor may, after default by TenantLessee and expiration of Lessee's time to cure such default, collect rent from the assigneesublessee. In either event, undertenant or occupant, and Lessor may apply the net amount collected to the rent herein reservedpayment of Rent, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of any of the provisions hereofof this Lease, the an acceptance of the assignee, undertenant assignee or occupant sublessee as tenant, a lessee or a release of Tenant Lessee from the further performance by Tenant Lessee under this Lease. Section 15.06 Notwithstanding anything to the contrary contained in the Lease, the consent of covenants on the part of Tenant herein contained. The consent by Landlord Lessor shall not be required for (i) assignments or subletting to an entity into or with which Lessee is merged or consolidated, (ii) assignments or subletting to an entity into which substantially all of Lessee's assets are transferred or (iii) assignments or subletting to an “Affiliated Entity” (as hereinafter defined); provided such assignment or underletting shall subletting is for an independent business purpose and not in any way be construed to relieve Tenant from obtaining principally for the express consent in writing purpose of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises transferring this Lease or the building of which leasehold estate created hereby. As used in this Section, an "Affiliated Entity" means (a) an entity controlled by, controlling or under common control with the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedLessee.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not sublet the Leased Premises, nor any part thereof, nor assign, mortgage or encumber otherwise dispose of this LeaseLease or any interest therein, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by othersthereof, without Landlord's prior written consent in each instanceof the foregoing cases, which consent, however, to an assignment of this Lease, or subletting of the Leased Premises, shall not be unreasonably withheld, provided the following conditions are complied with: (i) Any assignment shall transfer to the assignee all of the Tenant's rights in, and interests under, this Lease. (ii) At the time of any assignment and/or subletting, this Lease must be in full force and effect without any breach or default thereunder on the part of the Tenant. (iii) Any assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease, including any accrued obligations at the time of the assignment. A modificationcopy of the assignment and assumption agreement, amendment or extension both in form and content satisfactory to Landlord, fully executed and acknowledged by the assignee, together with a certified copy of a sublease properly executed corporate resolution (if the assignee be a corporation) authorizing such assumption agreement, shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed sent to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant Landlord within ten (10) days thereafterfrom the effective date of such assignment. (iv) A copy of any sublease fully executed and acknowledged by the Tenant and the sublessee, shall be mailed to Landlord within ten (10) days from effective date of such subletting. (v) Such assignment and/or subletting shall be subject to all the provisions, terms, covenants, and conditions of this Lease and the Tenant-assignor (and any guarantor(s) of this Lease) and such assignee(s) shall continue to be and remain liable hereunder, it being expressly understood and agreed that no assignment or subletting of the Leased Premises shall in any way relieve Tenant or any subsequent assignee(s) from the performance of any of the agreements, terms, covenants, and conditions of this Lease. (vi) Each sublease permitted under this Section shall contain provisions to the effect that (A) such sublease is only for the actual use and occupancy by the sublessee, and (B) such sublease is subject and subordinate to all of the terms, covenants, and conditions of this Lease and to all of the rights of Landlord thereunder, and (C) in the event this Lease shall terminate before the expiration of such sublease, the subtenant thereunder will, at Landlord's option, attorn to Landlord and waive any rights the subtenant may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. (b) Notwithstanding anything contained in this Lease to the contrary, and notwithstanding any consent by Landlord to any sublease of the Leased Premises or to any assignment of this Lease, no subtenant shall assign its sublease nor further sublease the Leased Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease nor sublease the Leased Premises, or any portion thereof, without Landlord's prior written consent in each of such cases. (c) Notwithstanding anything contained in this Lease to the contrary, should Tenant desire to assign this Lease or sublet more than forty (40%) percent of the net rental square footage of the building improvements or any other portion of the Leased Premises, it shall give written notice of its intention to do so to Landlord sixty (60) days or more before the effective date of such proposed subletting or assignment, and Landlord may, at any time within thirty (30) days after the receipt of such notice from Tenant, enter into a direct lease with the proposed subtenant or assignee or with any other persons as Landlord may desire. (d) Tenant's expensefailure to comply with all of the provisions and conditions of this Section 17 and all of the subsections hereof shall (whether or not Landlord's consent is required under this Section), at Landlord's option, render any purported assignment or subletting null and void and of no force and effect. (e) In the event that Tenant hereunder or any Guarantors (hereinafter defined) shall, at any time, be a corporation, no change shall occur in one or a series of related transactions in the management or the majority ownership of and/or the power to vote the majority of the outstanding capital stock of Tenant (or such Guarantors) without the prior written consent of Landlord, which consent Landlord agrees not to withhold unreasonably. The Landlord may consider the following conditions in deciding whether to consent: (a) that the total assets and net worth of such entity after such change by filing consolidation, merger or otherwise shall be equal to or more than that of Tenant immediately prior to such change; (b) that Tenant is not at such time in default hereunder; and (c) that such successors shall execute an instrument in writing in form and substance satisfactory to Landlord fully assuming all of the bond required by lawobligations and liabilities imposed upon Tenant hereunder and deliver the same to Landlord. (f) Without the prior written consent of Landlord, Tenant may not mortgage, pledge, or otherwiseotherwise encumber its leasehold estate hereunder, and paying any attempt to mortgage, pledge, or otherwise encumber such estate shall be null and void and of no force and effect. (g) The Tenant may consolidate with or merge into any other necessary sumscorporation, convey or transfer all or substantially all of its assets to any other corporation, or permit any other corporation to consolidate with or merge into it upon condition that: (i) the corporation which results from such consolidation or merger, or the transferee to which such sale shall have been made (the Surviving Corporation) is a corporation organized under the laws of any State of the United States, and the Surviving Corporation shall have a net worth, computed in accordance with generally accepted accounting principles, consistently applied, at least equal to the net worth of Tenant agrees on the day immediately preceding such consolidation, merger, or transfer; and (ii) the Surviving Corporation shall expressly and unconditionally assume by written agreement in recordable form to indemnify perform all such obligations of the Tenant hereunder or any related documents to which Tenant is bound and shall be obligated to perform all such obligations of the Tenant to the same extent as if the Surviving Corporation had originally executed and delivered this Lease and related documents; and (iii) rights of Landlord under this Lease and the rights of Landlord's Mortgagee under any related loan documents signed by Landlord or Tenant shall not be affected or reduced by such consolidation, merger, conveyance, or transfer. Tenant covenants that it will not merge or consolidate or sell or otherwise dispose of all or substantially all of its agents assets unless there shall be compliance with all of the foregoing provisions of subsection 17(g) of this Lease and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedunless the instrument referred to in subparagraph 17(g)(ii) above shall have been delivered to Landlord.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it A. Tenant shall not have the right to sublet all or part of the Premises or to assign, mortgage transfer or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersinterest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. No assignment, subletting or other transfer, whether consented to by Landlord in each instanceor not, or permitted hereunder, shall relieve Tenant of its liability hereunder. If this Lease be assigned, or if an event of default occurs while the demised premises Premises or any part thereof be underlet are assigned or occupied sublet, then Landlord, in addition to any other remedies herein provided, or provided by anybody other than Tenantlaw, Landlord may, after default by Tenant, may collect rent directly from the such assignee, undertenant subtenant or occupant, transferee all rents payable to the Tenant and apply the net amount collected to the such rent herein reserved, but no assignment, underletting, occupancy or against any sums due Landlord hereunder. No such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance by of Tenant's obligations hereunder. B. If Tenant is a corporation, partnership, or other entity, for purposes of covenants on subparagraph A. above, any transfer or series of related transfers of equity ownership interests in Tenant (or any direct or indirect owners of Tenant) that results in the part change of the ultimate ownership of more than fifty percent (50%) of the equity ownership of Tenant herein containedshall constitute an assignment of this Lease. The consent by Landlord to foregoing provision shall not apply, however, if at the time of execution of this Lease Tenant is a corporation the shares of which are listed on a recognized security exchange or in the over-the-counter market. C. Upon the occurrence of an assignment or underletting shall not in subletting, whether consented to by Landlord, or mandated by judicial intervention, Tenant hereby assigns, transfers and conveys all rents or other sums received by Tenant under any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further such assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion sublease, which are in excess of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged rents and other sums payable by Tenant under this Lease, and Tenant agrees to pay to Landlord such amounts within ten (10) days thereafterafter receipt. D. If This Lease is assigned to any person or entity pursuant to the provision of the Bankruptcy Code, at Tenant's expense11 USC Section 101 et. seq. (the "Bankruptcy Code"), by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses monies or liability resulting from other consideration payable or otherwise to be delivered in connection with such lien for brokerage services rendered.50

Assignment and Subletting. ‌ Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord, which consent may be withheld or conditioned by Landlord in each instanceits sole discretion, either voluntarily, or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Premises, or any portion thereof. In determining whether (or not) to grant its consent, Landlord shall have the right to request from any potential assignee or subtenant such financial and operational information as Landlord shall determine in order to reasonably satisfy itself that a potential assignee or subtenant and guarantor(s) have suitable experience and financial strength. If this Lease be assignedTenant, having first obtained ▇▇▇▇▇▇▇▇'s consent to any assignment or sublease, or if Tenant, as debtor or debtor-in-possession, or a trustee in bankruptcy for Tenant pursuing Bankruptcy Code, shall assign this Lease or sublet the demised premises Premises, or any part thereof, at a rental or for other consideration in excess of the Rent or pro rata portion thereof due and payable by Tenant, and/or any Guarantor if Tenant, under this Lease, then Tenant, shall pay to Landlord as additional rent 100% of any such rent or other consideration immediately upon receipt under any such assignments or, in the case of a sublease, Tenant, and/or any Guarantor of Tenant, shall provide Landlord with a copy of the Sublease Agreement and on the first day of each month during the term of any sublease, 100% of all rent and other consideration due from the sub tenant for such month then payable to Landlord pursuant to the provisions of this Lease for said month; provided, however Landlord shall not be responsible for any deficiency if Tenant, and/or any Guarantor of Tenant, shall assign this Lease or sublet the Premises or any part thereof any rental less than the Base Annual Rent provided for herein. Consent to one assignment, subletting, occupation or use by any other person shall not be underlet deemed to be consent to any subsequent assignment, subletting, occupation or occupied use by anybody other than another person. Consent to any such assignment or subletting shall in no way relieve Tenant or any Guarantor of any liability under this Lease. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. In the event that Landlord shall consent to a sublease or assignment hereunder, Tenant, Landlord may, after default by and/or any Guarantor of Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected shall pay Landlord a fee of One Thousand Dollars ($1,000.00) to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent cover costs incurred by Landlord in connection with the processing of documents necessary to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing giving of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedconsent.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersnot, without the prior written consent of Landlord Landlord, which shall not be unreasonably withheld or delayed as provided in each instance. If this Lease be assignedSection 15: (a) assign, mortgage, pledge, encumber or otherwise transfer this Lease, the term or estate hereby granted, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or interest hereunder; (b) permit the sublet space Premises or any part thereof to be used utilized by anyone other than Tenant (whether as concessionaire, franchisee, licensee, permittee or occupied by othersotherwise); or (c) except as hereinafter provided, sublet or offer or advertise for subletting the Premises or any part thereof. Any assignment, mortgage, pledge, encumbrance, transfer or sublease without Landlord’s consent shall be voidable and, at Landlord’s election, shall constitute a default. Notwithstanding the foregoing and Subsections (b) and (c) below, Tenant may assign this Lease or sublet the Premises or a portion thereof, without Landlord's ’s consent, but with prior written consent notice, to any corporation, partnership, individual or other entity which controls, is controlled by or is under common control with Tenant; or to any corporation, partnership, individual or other entity, resulting from the merger or consolidation with Tenant; or to any person or entity which acquires all of the assets of Tenant’s business going concern, provided that (i) the assignee or subtenant assumes, in each instance. A modificationfull, amendment or extension the obligations of Tenant under this Lease (or, in the case of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same non-monetary obligations relevant to the portion of the Premises being subleased), (ii) Tenant remains fully liable under this Lease, (iii) the use of the Lease by such transferee conforms with the requirements of this Lease, and (iv) if Tenant is no longer a viable operating business, the proposed transferee shall have a net worth which is comparable to that of Tenant as of the Lease Date. Provided that Tenant is a corporation, and (i) the stock of Tenant is traded on a national exchange, the transfer of stock in Tenant shall not be discharged by considered an assignment, sublease or transfer under the Lease, or (ii) the stock of Tenant within is not traded on a national exchange, the collective transfer of fifty percent (50.00%) or less of such stock shall not be considered an assignment, sublease or transfer under this Lease. (b) If at any time or from time to time during the Term of this Lease, Tenant desires to assign this Lease with respect to, or to sublet, all or any part of the Premises, then at least twenty (20) days prior to the date when Tenant desires the assignment or subletting to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Transfer Notice”) which shall set forth the name, address and business of the proposed assignee or subtenant, information (including financial statements and references) concerning the character of the proposed assignee or subtenant, in the case of a proposed sublease, a detailed description of the space proposed to be sublet, which must be a single, self-contained unit (the “Space”), any rights of the proposed assignee or subtenant to use Tenant’s improvements and the like, the Transfer Date, and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require, if Landlord promptly (not later than ten (10) business days thereafterafter receipt of the Transfer Notice) requests additional detail, at the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. If this Lease or any interest in this Lease is sold, assigned or transferred by Tenant's expense, by filing or Tenant subleases any part of the bond Premises, without Landlord’s consent, Landlord may, cumulative of any other right or remedy available to Landlord, elect to terminate this Lease (as it affects the portion of the Premises sought to be sublet or assigned) as of the effective date of the proposed transfer. Landlord’s acceptance of any name for listing on the Building directory will not be deemed, not will it substitute for, Landlord’s consent, as required by lawthis Lease, to any sublease, assignment or other occupancy of the Premises. (c) Landlord shall be permitted to consider any reasonable factor in determining whether or not to withhold its consent to a proposed assignment or sublease and Landlord shall make such determination within twenty (20) days following Landlord’s receipt of the Transfer Notice. The failure of Landlord to deliver written notice of such determination within such time period shall be deemed Landlord’s disapproval thereof. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent if Landlord establishes that any of the following conditions are not satisfied: (1) The proposed use by the transferee shall (i) comply with Tenant’s permitted use, (ii) not materially increase the likelihood of damage or destruction, (iii) not materially increase the density of occupancy of the Premises or increase the amount of pedestrian and other traffic through the Building beyond the limits for which the Building was designed, (iv) not be likely to cause an increase in insurance premiums for insurance policies applicable to the Building, unless paid for by Tenant or the transferee, (v) not require new tenant improvements incompatible with then-existing Building systems and components, unless paid for by Tenant or the transferee, (vi) unless paid by Tenant or the transferee, not require Landlord to make material modifications to the Building outside of the Premises (in order, for example, to comply with laws such as the ADA), and (viii) not otherwise have or cause a material adverse impact on the Premises, the Building, the Project, or otherwiseLandlord’s interest therein (2) The proposed transferee shall not be a foreign government entity, (3) Any ground lessor or mortgagee whose consent to such transfer is required fails to consent thereto, notwithstanding Landlord’s good faith and diligent efforts to obtain such consent. (d) Provided Landlord has consented to such assignment or subletting, Tenant shall be entitled to enter into such assignment or sublease with the third party identified in the Transfer Notice subject to the following conditions: (1) At the time of the transfer, no event of monetary default or monetary material default under this Lease (following the giving of notice and passage of the applicable cure period under Section 24) shall have occurred and be continuing; (2) The assignment or sublease shall be on the same terms substantially set forth in the Transfer Notice given to Landlord; (3) No assignment or sublease shall be valid and no assignee or sublessee shall take possession until an executed counterpart of the assignment or sublease has been delivered to Landlord; (4) No assignee or sublessee shall have a right further to assign or sublet without Landlord’s consent thereto in each instance, which consent in the case of a future assignment should not be unreasonably withheld or delayed; (5) Any assignee shall have assumed in writing the obligations of Tenant under this Lease; (6) Any subtenant shall have agreed in writing to comply with all applicable terms and conditions of this Lease with respect to the Space; (7) In the event Tenant sublets the entire Premises or any part thereof, and paying where the Landlord’s consent is otherwise required, Tenant shall deliver to Landlord fifty percent (50.00%) of any other necessary sumsexcess rent within thirty (30) days of Tenant’s receipt thereof pursuant to such subletting. As used herein, “excess rent” shall mean any sums or economic consideration per square foot of the Premises received by Tenant pursuant to such subletting in excess of the amount of the rent per square foot of the Premises payable by Tenant under this Lease applicable to the part or parts of the Premises so sublet; provided, however, that no excess payment shall be payable until Tenant shall have recovered therefrom all of the costs incurred by Tenant for brokerage commissions, tenant improvement work approved by Landlord, reasonable rent concessions, reasonable attorneys fees, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claimsreasonable marketing fees, losses or liability resulting from in conjunction with such lien for brokerage services rendered.sublease; and

Assignment and Subletting. Tenant(a) Except as otherwise provided in this P▇▇▇▇▇▇▇▇ ▇▇, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it ▇▇▇▇▇▇ shall not assign, mortgage or encumber assign this Lease, nor underletor any interest, voluntarily or involuntarily, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Lessee excepted) to occupy or permit use the demised premises Premises, or any part thereof to be used or occupied by othersportion thereof, without the prior written consent of Landlord Lessor in each instance. If instance pursuant to the terms and conditions set forth below, which consent shall not be unreasonably withheld or delayed, subject to the following provisions; provided, however, Lessee shall not assign this Lease be assignedLease, or if any interest, voluntarily or involuntarily, and shall not sublet the demised premises Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any portion thereof, if Lessee shall be underlet in default under this Lease past any applicable cure period. (b) Prior to any assignment or occupied by anybody sublease which Lessee desires to make, other than Tenanta Permitted Transfer (as defined in Paragraph 18(f) below), Landlord Lessee shall provide to Lessor the name and address of the proposed assignee or sublessee, and true and complete copies of all documents relating to Lessee’s prospective agreement to assign or sublease, a copy of a then current financial statement for such proposed assignee or sublessee, and any other relevant information reasonably requested by Lessor within five (5) days after receipt of notice of the proposed assignment or sublease and Lessee shall specify all consideration to be received by Lessee for such assignment or sublease in the form of lump sum payments, installments of rent, or otherwise. For purposes of this Paragraph 18, the term “consideration” shall include all money or other consideration received by Lessee for such assignment or sublease. Within ten (10) days after the receipt of such documentation and other information, Lessor (1) shall notify Lessee in writing that Lessor elects to consent to the proposed assignment or sublease subject to the terms and conditions hereinafter set forth; (2) shall notify Lessee in writing that Lessor refuses such consent, specifying reasonable grounds for such refusal; or (3) except with respect to a Permitted Transferee, if at the time Lessee requests that Lessor consent to an assignment or sublease for all or substantially all of the remaining Lease Term, Lessee is not conducting on-going operations for the use permitted in Paragraph 9, above, in at least fifty-one percent (51%) of the Building, Lessor may notify Lessee that Lessor elects to terminate this Lease, provided that with respect to a proposed sublease of a portion of the Premises Lessor’s termination right shall apply only to the proposed sublease space, and specifying the effective date of termination which shall be the same as the commencement date of the proposed sublease. If Lessor elects to terminate this Lease pursuant to the foregoing provision, upon the effective date of termination, Lessor and Lessee shall each be released and discharged from any liability or obligation to the other under this Lease accruing thereafter with respect to the Premises or the portion thereof to which the termination applies, except for any obligations then outstanding and except for any indemnity obligations which survive the expiration or termination of this Lease by the express terms hereof, and Lessee agrees that Lessor may enter into a direct lease with such proposed assignee or sublessee without any obligation or liability to Lessee. In deciding whether to consent to any proposed assignment or sublease, Lessor may take into account whether reasonable conditions have been satisfied, including, but not limited to, the following: (1) In Lessor’s reasonable judgment, the proposed assignee or subtenant is engaged in such a business, that the Premises, or the relevant part thereof, will be used in such a manner which complies with Paragraph 9 (Use) and Lessee or the proposed assignee or sublessee submits to Lessor documentary evidence reasonably satisfactory to Lessor that such proposed use constitutes a permitted use of the Premises pursuant to the ordinances and regulations of the City of Menlo Park; (2) The proposed assignee or subtenant is a reputable entity or individual with sufficient financial net worth so as to reasonably indicate that it will be able to meet its obligations under this Lease or the sublease in a timely manner; (3) If at the time of the proposed transfer, Lessor has substantially similar space available for rent in the Menlo Business Park, the proposed assignee or subtenant is not a tenant of the Building or any other building in the Menlo Business Park; and, (4) The proposed assignment or sublease is approved by Lessor’s mortgage lender if such lender has the right to approve or disapprove proposed assignments or subleases. Lessor shall use its good faith efforts to obtain such approval from its lender within ten (10) days after receipt by Lessor of Lessee’s written request for consent and the documentation and information referred to in the first sentence of Paragraph 18(b) above. (c) As a condition to Lessor’s granting its consent to any assignment or sublease, except with respect to any Permitted Transferees, (1) Lessor may require that Lessee pay to Lessor, as and when received by Lessee, fifty percent (50%) of the amount of any excess of the consideration received by Lessee in connection with said assignment or sublease over and above the Monthly Base Rent and Additional Rent fixed by this Lease and payable by Lessee to Lessor, after deducting (A) a standard leasing commission payable by Lessee in consummating such assignment or sublease, (B) the cost of reasonable tenant improvements performed specifically for the sublease and required to be made to the Premises to effectuate the sublease, provided that such improvements are performed in compliance with Paragraph 15(d) of this Lease, and (C) reasonable attorneys’ fees incurred by Lessor in negotiating and reviewing the assignment or sublease documentation; and (2) Lessee and the proposed assignee or sublessee shall demonstrate to Lessor’s reasonable satisfaction that each of the criteria referred to in subparagraph (b) above is satisfied. (d) Each assignment or sublease agreement to which Lessor has consented shall be an instrument in writing in form satisfactory to Lessor, and shall be executed by both Lessee and the assignee or sublessee, as the case may be. Each such assignment or sublease agreement shall recite that it is and shall be subject and subordinate to the provisions of this Lease, that the assignee or sublessee accepts such assignment or sublease, that Lessor’s consent thereto shall not constitute a consent to any subsequent assignment or subletting by Lessee or the assignee or sublessee, and, except as otherwise set forth in a sublease approved by Lessor, agrees to perform all of the obligations of Lessee hereunder (to the extent such obligations relate to the portion of the Premises assigned or subleased), and that the termination of this Lease shall, at Lessor’s sole election, constitute a termination of every such assignment or sublease. (e) In the event Lessor shall consent to an assignment or sublease, Lessee shall nonetheless remain primarily liable for all obligations and liabilities of Lessee under this Lease, including but not limited to the payment of Rent. (f) Notwithstanding the foregoing, Lessee may, after without Lessor’s prior written consent and without any participation by Lessor in assignment and subletting proceeds, but with prior notice and documentation, as required pursuant to this Paragraph 18(f), provided to Lessor, sublet a portion or the entire Premises or assign this Lease to (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Lessee (“affiliate”); (ii) to (1) Lessee shall not be in default hereunder past any applicable cure period at the time of the sublease or assignment; (2) in the case of an assignment or subletting to an affiliate, Lessee shall remain liable to Lessor hereunder if Lessee is a surviving entity; (3) the transferee or successor entity (in each case, if different than Lessee) shall expressly assume in writing all of Lessee’s obligations hereunder; and (4) Lessee shall provide Lessor with prior notice of such proposed transfer and deliver to Lessor all documents reasonably requested by TenantLessor relating to such transfer, including but not limited to documentation sufficient to establish such proposed transferee’s (other than an affiliate) then current verifiable net worth prior to the transfer at least equal to that of Lessee on the Commencement Date of this Lease, or, if less, financial resources sufficient, in Lessor’s reasonable good faith judgment, to perform the obligations under the assignment or sublease, as applicable; provided, however, that Lessee not be required to comply with the foregoing requirements regarding net worth or financial resources if the entity acquiring Lessee shall provide a guaranty of this Lease. (g) Neither the sale nor transfer of Lessee’s capital stock shall be deemed an assignment, subletting, or other transfer of this Lease or the Premises, provided, that in the event of the sale, transfer or issuance of Lessee’s securities in connection with a transaction described in Paragraph 18(f), the conditions set forth in Paragraph 18(f) shall apply. (h) Subject to the provisions of this Paragraph 18 any assignment or sublease (if such consent is required hereunder) without Lessor’s prior written consent shall at Lessor’s election be void. The consent by Lessor to any assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 18, including the requirement of Lessor’s prior written consent, with respect to any subsequent assignment or sublease. If Lessee shall purport to assign this Lease, or sublease all or any portion of the Premises, or permit any person or persons other than Lessee to occupy the Premises, without Lessor’s prior written consent (if such consent is required hereunder), Lessor may collect rent Rent from the assignee, undertenant person or occupant, persons then or thereafter occupying the Premises and apply the net amount collected to the rent herein reservedRent reserved herein, but no assignment, underletting, occupancy or such collection shall be deemed a waiver of the provisions hereofLessor’s rights and remedies under this Paragraph 18, or the acceptance of the any such purported assignee, undertenant sublessee, or occupant as tenantoccupant, or a release of Tenant Lessee from the further performance by Tenant Lessee of covenants on the part of Tenant Lessee herein contained. The consent by Landlord to an assignment or underletting . (i) Lessee shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign hypothecate or encumber its sublease interest under this Lease or further sublet any rights of Lessee hereunder, or enter into any license or concession agreement respecting all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by othersPremises, without Landlord's Lessor’s prior written consent which consent Lessor may grant or withhold in each instanceLessor’s absolute discretion without any liability to Lessee. A modificationLessee’s granting of any such encumbrance, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by lawlicense, or otherwiseconcession agreement shall constitute an assignment for purposes of this Paragraph 18. (j) In the event of any sale or exchange of the Premises by Lessor and assignment of this Lease by Lessor, Lessor shall, upon providing Lessee with written confirmation that the assignee has assumed all obligations of Lessor under this Lease and paying Lessor has delivered any other necessary sumsSecurity Deposit held by Lessor to Lessor’s successor in interest, be and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against hereby is entirely relieved of all liability under any and all claimsof Lessor’s covenants and obligations contained in or derived from this Lease with respect to the period commencing with the consummation of the sale or exchange and assignment. (k) Lessee hereby acknowledges that the foregoing terms and conditions are reasonable and, losses therefore, that Lessor has the remedy described in California Civil Code Section 1951.4 (Lessor may continue the Lease in effect after Lessee’s breach and abandonment and recover Rent as it becomes due, if Lessee has the right to sublet or liability resulting from such lien for brokerage services renderedassign, subject only to reasonable limitations).

Assignment and Subletting. (a) Subject to the further provisions of this Article 9, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, or encumber this Leaselease or any of its rights or estates hereunder, nor underlet, or suffer or permit sublet the demised premises Demised Premises or any part thereof thereof, or suffer, or permit, the Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, except as otherwise provided in this lease. If this Lease lease be assigned, or if the demised premises Demised Premises or any part thereof be underlet sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant subtenant, or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underlettingsubletting, occupancy occupancy, or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant subtenant, or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The Landlord's consent by Landlord to an assignment or underletting subletting shall not not, in any way wise, be construed to relieve Tenant from obtaining the Landlord's express written consent in writing of Landlord to any further assignment or underlettingsubletting, to the extent such consent is required pursuant to the terms of this lease. In no event shall any permitted sublessee assign or encumber its sublease or sublease, further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space space, or any part thereof thereof, to be used or occupied by others, without Landlord's prior written consent in each instance. A modificationinstance which will be granted or denied on the same basis as a similar request by Tenant, amendment except that Landlord's consent shall not be required with respect to any assignment, sublease or extension occupancy by others if such consent would not be required for a similar transaction made by Tenant. (b) As used in this Article, except in the definition of the term "Related Entity," the word "control," (including the derivations of the word "control," such as "controlling" "controlled by" or "under common control with" or words of like import) shall mean: (i) ownership of more than 50% of the outstanding voting capital stock of a sublease corporation or more than 50% of the beneficial interests of any other entity or (ii) the ability effectively to control or direct the business decisions of such corporation or entity. The term "Related Entity" shall be deemed a sublease. if any lien mean an entity which controls, is filed against the demised premises controlled by or the building of which the same form a part for brokerage services claimed to have been performed for is under common control with Tenant, whether or not actually performed, the same which for purposes hereof shall be discharged mean (x) ownership by Tenant within ten (10) days thereafter, at Tenant's expense, by filing of more than 40% of the bond required by law, outstanding voting capital stock of a corporation or otherwise, and paying more than 40% of the beneficial interests of any other necessary sums, entity and Tenant agrees (y) the ability to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses effectively control or liability resulting from direct the business decisions of such lien for brokerage services renderedcorporation or entity.

Assignment and Subletting. Tenant10.1 Except as hereinafter provided, for itselfTenant shall not, its heirseither voluntarily or by operation of law, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge, sell, hypothecate or encumber transfer this Lease, nor underletor sublet the Premises or any part thereof, or permit or suffer or permit the demised premises Premises or any part thereof to be get used or occupied as work space, storage space, concession or otherwise by othersanyone other than Tenant or Tenant's employees, without the prior written consent of Landlord in each instance. If this Lease Landlord's consent required hereunder may be assignedwithheld for any reason whatsoever in its sole, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, exclusive and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The absolute discretion. 10.2 Each request for consent by Landlord to an assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express consent made in writing of Landlord at least thirty (30) days before the proposed effective date, and shall be accompanied by information relevant to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instancedetermination as to the financial and operational responsibility and appropriateness of the proposed assignee or sub-lessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a non-refundable deposit of $1,000, as reasonable consideration for Landlord's consideration for Landlord's considering and processing the request for consent. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify provide Landlord with such other and its agents additional information and/or documentation as may be reasonably requested by Landlord. 10.3 Any assignee or, or sub-lessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Landlord, to have assumed and hold them harmless from agreed to conform and against comply with each and every term, covenant, condition and obligation herein to be observed or performed by Landlord during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Landlord has specifically consented in writing. 10.4 If the rent specified in any and all claimssuch assignment or subletting documents exceeds the rent specified to be paid by Tenant under this Lease, losses and/or in the event additional consideration is paid or liability resulting from is payable to Tenant on account of such lien for brokerage services rendered.assignment or subletting, the rent specified herein shall thereupon

Assignment and Subletting. 9.1 Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, for itselfTenant’s employees, its heirsagents and invitees, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assignmake, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises such assignment, subleasing or any part thereof to be used or occupied by others, occupancy without the prior written consent of Landlord, such consent not to be unreasonably withheld, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such other occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least thirty (30) days but no more than one hundred twenty (120) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in each instance. If this Lease be assignedand for compliance with all of its other obligations under the terms, or provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the demised premises Premises or any part thereof be underlet of them are then assigned or occupied sublet, Landlord, in addition to any other remedies provided in this Lease or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant under this Lease, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant novation or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered’s obligations under this Lease.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it The LESSEE shall not assignassign or sublet the whole or any portion of the Premises without LESSOR'S prior written consent, mortgage which consent shall be at the sole discretion of LESSOR. Any increase in the rent resulting from the permitted subletting will be due and payable to the LESSOR. The foregoing restrictions shall not be applicable to any assignment of this Lease or encumber this Lease, nor underleta subletting of the Premises by LESSEE to a subsidiary wholly-owned by LESSEE, or suffer controlling operation, the stock in which is wholly-owned by the stockholders of LESSEE. It shall be a condition of the validity of any assignment, whether with the consent of ▇▇▇▇▇▇ or permit to a subsidiary or controlling corporation, that the demised premises or any part thereof assignee agrees directly with ▇▇▇▇▇▇, to be used or occupied bound by othersall the obligations of LESSEE hereunder including, without limitation, the prior written consent of Landlord in each instancecovenant against further assignment and subletting. No assignment or subletting shall relieve LESSEE from its obligations hereunder and LESSEE shall remain fully and primarily liable therefor. If this Lease shall be assigned, or if the demised premises Premises or any part portion thereof shall be underlet sublet or occupied by anybody anyone other than TenantLESSEE, Landlord LESSOR may, after default by Tenantat any time and from time to time, collect rent and other charges from the assignee, undertenant sublessee or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant sublessee or occupant as tenanta lessee, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment LESSEE or underletting shall not in any way be construed to relieve Tenant successor from obtaining the express consent in writing of Landlord ▇▇▇▇▇▇, to any further assignment or underlettingsubletting. In No assignment or subletting and no event use of the Premises by a subsidiary wholly-owned by LESSEE or controlling corporation of LESSEE shall affect permitted uses. Notwithstanding the provisions of the above, any permitted proposed assignee or sublessee submitted to the LESSOR for approval must have the same or greater financial strength as LESSEE. If ▇▇▇▇▇▇ shall request permission to assign this Lease or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space Premises or any part thereof to any person other than a subsidiary wholly-owned by LESSEE or controlling corporation, the stock of which is wholly-owned by the stockholders of LESSEE, LESSEE shall, together with such request for consent thereto, inform LESSOR of the rental and other amounts to be used paid by such assignee or occupied sublessee, the term of any subletting and the financial information required by othersLESSOR to make the determination required by the first sentence of this paragraph. LESSOR shall have the right to terminate this Lease, without Landlord's prior written provided that LESSOR shall exercise such right within forty-five (45) days of its receipt of LESSEE'S request for such consent and provided further, that LESSEE shall have the right to withdraw its request for such consent within fifteen (15) days after its receipt of such notice from LESSOR, in each instancewhich event such notice of termination shall become null and void. A modification, amendment or extension of a sublease If this Lease shall be deemed a subleaseterminated pursuant to the provisions of the immediately preceding sentence, such termination shall become effective upon the last day of the calendar month next following ▇▇▇▇▇▇'S giving notice of termination. if any lien is filed against Upon ▇▇▇▇▇▇'S vacating the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for TenantPremises in accordance with this Lease, whether or not actually performed, the same LESSOR shall be discharged refund all unearned rent and other payments made by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedLESSEE.

Assignment and Subletting. TenantSupplementing the provisions of Article 11, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. modification and amplification thereof: A. If this Lease be assigned, whether or if not in violation of the provisions of this Lease, Owner, may collect rent from the assignee. If the demised premises or any part thereof be underlet sublet or be used or occupied by anybody anyone other than TenantTenant whether or not in violation of this Lease, Landlord Owner may, after default by Tenant and expiration of Tenant’s time to cure such default, if any, collect rent from the assignee, undertenant or occupant. In either event, and Owner may apply the net amount collected to the rent rents herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of any of the provisions hereofof Article 11 or of this Article, or the acceptance of the assignee, undertenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedTenant’s obligations under this Lease. The consent by Landlord Owner to an assignment assignment, mortgaging, underletting or underletting use or occupancy by others shall not in any way be construed considered to relieve Tenant from obtaining the express consent in writing of Landlord Owner to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease other or further sublet all assignment, mortgaging or any portion of its sublet space, underletting or otherwise suffer use or permit the sublet space occupancy by others not expressly permitted by this Article. References in this Lease to use or any part thereof to be used or occupied occupancy by others, without Landlord's prior written consent that is anyone other than Tenant, shall not be construed as limited to subtenants and those claiming under or through subtenants but as including also licensees and others claiming under or through Tenant, immediately or remotely. B. Any transfer by operation of law or otherwise, of Tenant’s interest in each instance. A modificationthis Lease or of any subtenant’s interest in a sublease hereunder, amendment or, unless Tenant or extension the subtenant is an entity the securities of which are registered under appropriate statutory authority and listed and traded on a national exchange, of a sublease 50% or greater interest in Tenant, or in a subtenant hereunder (whether stock, partnership interest or otherwise), in a single transaction or a related series of transactions, shall be deemed an assignment of this Lease within the meaning of Article 11 or an assignment of the sublease within the meaning of Article 46, as the case may be. (1) If Tenant shall desire to assign this Lease or to sublet the demised premises to anyone other than in connection with a Permitted Transfer (as hereinafter defined), Tenant shall submit to Owner a request for Owner’s consent to such assignment or subletting, which request shall contain or be accompanied by the following: (i) the name and address of the proposed assignee or subtenant; (ii) a description of Tenant’s improvements included therein; (iii) a fully executed counterpart of the proposed assignment or sublease. if any lien is filed against ; (iv) the nature and character of the business of the proposed assignee or subtenant and of its proposed use of the demised premises or part thereof; and (v) current financial information and any other information Owner may reasonably request with respect to the building proposed assignee or subtenant. (2) Upon receiving such request, Owner shall have the option, in the case of a proposed sublease to anyone other than in connection with a Permitted Transfer, to sublet from Tenant the demised premises for the term proposed and upon all the applicable covenants, agreements, terms, provisions and conditions contained in this Lease, at a rental rate with provisions for additional rent equal to the lesser of (i) as provided in this Lease; or (ii) as provided for in the proposed sublease. In the event Owner fails to exercise such option by notice to Tenant, in writing, given by certified mail, return receipt requested, within thirty (30) days after Owner’s receipt of the aforesaid request (and all required accompanying information) from Tenant, such option shall terminate with respect to the particular subletting as to which the same form a part for brokerage services claimed to consent shall have been performed requested by Tenant. If, however, said option is exercised, Owner, as such subtenant, shall have the right to further sublet the premises without the consent of Tenant and shall also have the right to make any change, alterations and improvements in the demised premises, provided, however, that if such sublease resulting from the exercise of such option shall terminate more than one (1) year prior to the end of the term of this Lease, Owner shall restore the demised premises to substantially their previous condition, reasonable wear and tear excepted. (3) Anything in this Article 46 contained to the contrary notwithstanding, Owner shall have the right, within thirty (30) days after receipt of Tenant’s request (and all required accompanying information) for consent to a proposed sublease or of an assignment of this Lease to anyone other than in connection with a Permitted Transfer, to notify Tenant, whether in writing, of its intention to recapture the demised premises as of the effective commencement date of the proposed sublease or not actually performedassignment and, in that event: (a) Tenant shall vacate and surrender to Owner the same demised premises as if said date were the date herein set forth as the termination date of this Lease; and (b) upon Tenant’s vacating and surrendering the demised premises, Owner and Tenant shall be discharged by Tenant within ten (10) days thereafterhave no further liability to each other as of said date, at Tenant's expenseexcept with respect to any unpaid accrued rent and/or additional rent and except with respect to any other obligation or matter which, by filing the bond required by lawterms of this Lease, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedsurvives the termination of this Lease.

Assignment and Subletting. Section 14.1 (a) Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge, encumber, or encumber otherwise transfer this Lease, nor sublet (nor underlet), or suffer or nor suffer, nor permit the demised premises Premises or any part thereof to be used or occupied by othersothers (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord in each instanceinstance as provided in this Article 14. If this Lease be is assigned, or if the demised premises Premises or any part thereof be underlet are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises are encumbered (whether by operation of law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, undertenant subtenant or occupant, and apply the net amount collected to the rent herein reservedFixed Rent and Additional Rent, but no assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, ; the acceptance by Landlord of the assignee, undertenant subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant of covenants on the part of its obligations under this Lease, and Tenant herein containedshall remain fully liable therefore. The consent by Landlord to an any assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingsubletting. In no event shall any permitted sublessee subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instance. A modificationAny assignment, amendment sublease, mortgage, pledge, encumbrance or extension transfer in contravention of a sublease the provisions of this Article 14 shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedvoid.

Assignment and Subletting. TenantExcept as hereinafter in this Paragraph 19 expressly provided, for itselfLessee shall not, its heirseither directly or indirectly, distributeesvoluntarily or involuntarily, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage hypothecate, encumber or encumber transfer this LeaseLease or any interest therein or right granted thereby or sublet the whole or any part of the Premises, nor underletor license the use of same, or suffer any other person or permit entity to occupy, use or manage (except management by Lessee's employees) the demised premises same, in whole or any part thereof to be used or occupied by othersin part, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied Port evidenced by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver resolution of the provisions hereof, the acceptance its Board of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedPort Commissioners. The Port shall not unreasonably withhold its consent by Landlord to an assignment or underletting subletting. Neither this Lease nor any interest therein or right granted thereby shall not be assignable or transferable in any way be construed to relieve Tenant from obtaining the express consent proceedings in writing of Landlord to any further assignment attachment, garnishment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet spaceexecution against Lessee, or otherwise suffer in voluntary or permit involuntary proceedings in bankruptcy or insolvency or receivership taken by or against Lessee or by any process of law and possession of the sublet space whole or any part thereof to of the demised premises shall not be used divested from Lessee in such proceedings or occupied by othersany process of law, without Landlord's the prior written consent of the Port evidenced by resolution of its Board of Port Commissioners. Except as hereinafter provided, no occupancy or use of the demised Premises or exercise of any right granted by this Lease by any prospective transferee, sublessee, or assignee shall occur before the Port's written consent to the transfer, sublease, or assignment which consent shall not be unreasonably withheld; provided that the Port shall not be deemed unreasonable in each instance. A modificationwithholding its consent if the proposed transfer, amendment assignment or extension sublease will involve the relocation of an existing Airport tenant, will result in reduced percentage rental to the Port, or will result in Lessee's receipt of a higher rental than Lessee is paying to the Port on a prorata square foot basis for the Premises area involved in the transfer, assignment or sublease in which latter event the Port may require Lessee to pay to the Port as additional minimum rental a portion of the amount by which the rental paid by said transferee, assignee or sublessee exceeds the Monthly Rental then paid by Lessee to the Port on a prorata square foot basis. Any breach of the provisions of this Paragraph shall constitute a default and shall cause this Lease to terminate immediately at the option of the Port without further notice to Lessee. Lessee shall not be deemed a subleaseto be in default if Lessee causes an attachment or execution to be removed within fifteen (15) days of levy, or if Lessee causes an involuntary proceeding in bankruptcy to be dismissed or receiver to be removed within thirty (30) days of the date of commencement of said proceeding or appointment of said receiver. if any lien An assignment within the meaning of this Paragraph 19 shall include, but is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performedlimited to, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.following:

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage In the event Tenant desires to assign or encumber this Lease, nor underlet, or suffer or permit sublet the demised premises Premises or any part thereof thereof, Tenant shall give Landlord written notice of such desire at least ten (10) days prior to the date on which Tenant desires to make such assignment or sublease. Landlord shall within five (5) days following receipt of such notice notify Tenant in writing that Landlord elects either (i) to permit or (ii) not to permit Tenant to assign or sublet such space, subject, however, to subsequent written approval of the proposed assignee or sublessee by Landlord and written approval of all documents which will evidence or relate to such subleasing or assignment such permission not to be used unreasonably withheld or occupied by othersdelayed. Notwithstanding anything in this Lease to the contrary, Tenant may, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reservedLandlord, but no assignmentonly after giving Landlord at least ten (10) days prior written notice, underletting, occupancy or collection shall be deemed a waiver of sublet the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space Premises or any part thereof to an Affiliate (hereinafter defined) or permit occupancy of any portion of the Premises by an Affiliate. The term "Affiliate" shall mean (i) any corporation which, directly or indirectly, controls or is controlled by Tenant or is under common control with a general partner of Tenant, (ii) any corporation not less than fifty percent (50%) of whose outstanding stock shall, at the time be used owned directly or occupied indirectly by othersa general partner of Tenant or (iii) any partnership or joint venture in which Tenant or a general partner of Tenant is a general partner or joint venturer (with joint and several liability for all of the partnership's or venture's obligations). If Landlord should fail to notify Tenant in writing, without Landlord's prior written consent in each instance. A modificationof such election within said five (5) day period, amendment or extension of a sublease Landlord shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenantelected (i) above, whether but subsequent written approval by Landlord of the proposed assignee or not actually performed, the same sublessee shall be discharged by Tenant required, unless not received within the ten (10) days thereafterday period. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, at Tenant, and any guarantor of Tenant's expenseobligations under this Lease, shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this Lease unless otherwise agreed in writing. In the event of the transfer and assignment by filing Landlord of its interest in this Lease and the bond required by lawBuilding, or otherwiseLandlord shall thereby be released from any further obligations hereunder if, and paying any other necessary sumsonly if, Landlord's successor assumes all existing obligations under the Lease, and Tenant agrees to indemnify look solely to such successor in interest of the Landlord and for performance of such obligations. Tenant shall not mortgage, pledge or otherwise encumber its agents and hold them harmless from and against any and all claims, losses interest in this Lease or liability resulting from such lien for brokerage services renderedin the Premises.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, 9.1 Except as otherwise expressly covenants that it shall not assign, mortgage or encumber set forth in this Lease, nor underletTenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit the demised premises such assignment, subleasing or any part thereof to be used or occupied by others, occupancy without the prior written consent of Landlord, such consent not to be unreasonably withheld, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least sixty (60) days but no more than one hundred eighty (180) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in each instance. If this Lease be assignedand for compliance with all of its other obligations under the terms, or provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the demised premises Premises or any part thereof be underlet of them are then assigned or occupied sublet, Landlord, in addition to any other remedies provided in this Lease or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant under this Lease, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant novation or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered’s obligations under this Lease.

Assignment and Subletting. TenantA. Subject to any provisions of this Paragraph 16 to the contrary, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersnot, without the prior written consent of Landlord in each instance. If Landlord, (i) assign, convey or mortgage this Lease be assignedor any interest hereunder; (ii) permit to occur or permit to exist any assignment of this Lease, or if any lien upon Tenant’s interest, voluntarily or by operation of law; (iii) sublet the demised premises Premises or any part thereof be underlet thereof; or occupied (iv) permit the use of the Premises by anybody any parties other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, Tenant and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants its employees and clients. Any such action on the part of Tenant herein containedshall be void and of no effect. There shall be no partial assignment of Tenant’s interest in this Leases. The term “sublease” and all words derived therefrom, as used in this Paragraph 16, shall include any subsequent sublease or assignment of such sublease and any other interest arising under such sublease. Except as provided herein, Landlord’s consent to any assignment, subletting or transfer or landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer,. Landlord may condition its consent upon execution by the subtenant or assignee of an instrument confirming such restrictions on further subleasing or assignment and joining in the waivers and indemnities made by Tenant hereunder. B. Notwithstanding the foregoing, Tenant shall have the right to assign this Lease or any interest herein, or to sublet the Premises or any part thereof (such assignment or subletting is hereinafter referred to as a “Permitted Transfer”) to (i) any successor entity of Tenant resulting from a merger or consolidation with Tenant and engaged primarily in the provision of legal services, (ii) any entity (other than an entity described in subparagraph (i)) succeeding to the legal business of Tenant, or (iii) any affiliate of Tenant which is involved in the delivery or support of legal services; provided however that any such successor or affiliated entity descried in subparagraph (ii) or (iii) shall (a) have, in the reasonable judgment of Landlord, a financial condition at least equal to Tenant, (b) not violate any of the conditions set forth in Paragraph 16.D. and (c) expressly assume all of Tenant’s obligations and liabilities hereunder. Landlord’s first offer rights under Paragraph 16.E. and termination rights set forth in Paragraph 16.F. hereof shall not be exercisable with respect to any Permitted Transfer. C. If Tenant desires the consent of Landlord to an assignment or underletting subletting, Tenant shall submit to Landlord at least thirty (30) days prior to the proposed effective date of the assignment or sublease a written notice (the “Sublease Notice”) which includes: 1. All documentation then available related to the proposed sublease or assignment (copies of final executed documentation to be supplied on or before the effective date); and 2. Sufficient information to permit Landlord to determine the identity and character of the proposed subtenant or assignee and the financial condition of the proposed assignee. D. If Landlord does not exercise its right of first offer pursuant to Paragraph 16.E. or terminate this Lease, in whole or in part, pursuant to Paragraph 16.F., it shall only withhold its consent to a proposed assignment or subletting if: 1. In the reasonable judgment of Landlord the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards maintained by Landlord in the Building; 2. In the reasonable judgment of Landlord the subtenant or assignee does not have a financial condition comparable to tenant at the time of the execution of this Lease. 3. In the reasonable judgment of Landlord the purpose for which the subtenant or assignee intends to use the subleased space is in violation of the terms of this Lease. If Landlord consents to such an assignment, or if the assignment is a Permitted Transfer, the assigning Tenant shall be released from its obligations hereunder arising after the effective date of such assignment so long as Landlord has received an assumption agreement, in form reasonably satisfactory to Landlord, executed by such assignee assuming all of Tenant’s obligations hereunder. E. Landlord shall have a right of first offer with respect to any sublease (other than a Permitted Transfer) which Tenant proposes to make at any time during the Term. Such right shall be assigned by Landlord to ▇▇▇▇▇▇▇. Prior to entering into a sublease of any portion of the Premises (other than a Permitted Transfer) Tenant shall give landlord written notice (“First Offer Notice”) of the terms upon which Tenant is willing to make such a sublease to Landlord. Landlord shall advise Tenant in writing of Landlord’s election to make such a sublease no later than fifteen (15 days after Tenant has submitted to Landlord a First Offer Notice with respect to such sublease. If Landlord fails to so exercise its right of first offer within such 15 day period, Landlord shall be deemed to have waived such right as to the proposed sublease described in such First Offer Notice, but not as to any future subleases of the same space or other space in the Premises. If Landlord waives such right, Tenant shall have the right to make a sublease with another party, but such sublease must in all material respects be on terms that are substantially identical with the terms set forth in the First Offer Notice. If Landlord does exercise such right, Tenant will promptly enter into a sublease with ▇▇▇▇▇▇▇ on the terms contained in such First Offer Notice. Tenant acknowledges that the execution and delivery of such a sublease with ▇▇▇▇▇▇▇ shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment diminish or underletting. In no event affect Tenant’s obligations under this and shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall not be deemed a sublease. merger which would terminate this Lease as to such space or affect the Rent payable under this lease. F. Landlord shall have the right to terminate this Lease (“Recapture Right”) in the event of a proposed assignment by Tenant of its interest in this Lease or a proposed sublease of substantially all of the Premises for all or substantially all of the remaining Term (including the 10 year renewal term) to any party other than pursuant to a Permitted Transfer, provided that landlord shall exercise such Recapture Right only if any lien is filed against ▇▇▇▇▇▇▇ then projects that it will need to occupy all or substantially all of the demised premises or Premises during the building of which Term, including the same form a part for brokerage services claimed to have been performed for Tenant10 year renewal term, whether or not actually performedsuch renewal has then been exercised. Such Recapture Right must be exercised by Landlord, if at all, by giving written notice to Tenant of such election within thirty (30) days after landlord’s receipt of the same Sublease Notice proposing such assignment or sublease. If Landlord fails to so exercise its Recapture Right within such thirty (30) day period, Landlord shall be discharged deemed to have waived its Recapture Right as to the proposed assignment or sublease described in such Sublease notice, but not as to any future proposed assignments or subleases. If Landlord does elect to exercise its Recapture Right, this Lease shall be terminated on the date proposed in the Sublease Notice for occupancy of all or substantially all of the Premises by the assignee or subtenant, as if such date were the Termination Date of this Lease. G. If (i) Landlord has elected not to exercise the Recapture right under Paragraph 16.F., (ii) the proposed assignment will become effective prior to the end of the original twenty (20) year Term and (iii) Tenant within so requests in writing as a part of the Sublease Notice for such assignment, Landlord will permit the proposed assignee to exercise Tenant’s rights to extend the Term under Paragraph 32 but unless such assignment is a Permitted Transfer, such assignee may only extend the Term for a period equal to ten (10) days thereafter, at Tenant's expense, by filing years minus the bond required by law, or otherwise, period of time between the effective date of such assignment and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.the end of the original twenty (20)

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it The Tenant shall not by operation of law or ------------------------- otherwise, assign, mortgage mortgage, pledge, encumber or encumber otherwise transfer any interest in this Lease, and neither the Premises, nor underletany part thereof, shall be encumbered in any manner by reason of any act or suffer omission on the part of the Tenant or permit anyone claiming under or through the demised premises Tenant, nor shall the Premises or any part thereof to be used sublet or be used, occupied or utilized by othersanyone other than the Tenant, without the prior written consent of the Landlord (which consent shall not be unreasonably withheld). A transfer of more than 30% in each instanceinterest of the Tenant (whether stock, partnership interest or otherwise), whether in a single transaction or a series of related or unrelated transactions taking place within a twelve (12) month period, shall be deemed an assignment of this Lease. Any assignment, sublease, mortgage, pledge, encumbrance or transfer by the Tenant in contravention of this Article shall be void. If this Lease be is assigned, or if the demised premises Premises or any part thereof be underlet is sublet or occupied by anybody other than by the Tenant, the Landlord may, after default by Tenant, may collect rent from form the assignee, undertenant subtenant or occupant, and apply the net amount collected to the rent herein reservedBasic Rent; provided, but however, no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, the or an acceptance of the assignee, undertenant subtenant or occupant as tenanttenant under this Lease, or a release of the Tenant from the further performance by the Tenant of any covenants on the part of Tenant herein containedcontained herein. The consent by the Landlord to an assignment or underletting subletting shall not in any way be construed to relieve the Tenant from obtaining the express consent in writing of the Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedsubletting.

Assignment and Subletting. Section 11.01. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, as the case may be, expressly covenants that it shall not assign, mortgage or encumber this Leaseagreement, nor underlet, sublet or underlet nor suffer or permit the demised premises Demised Premises or any part thereof to be used or occupied by others, others without the prior written consent of Landlord in each instance. If If, with consent of Landlord, this Lease may be assigned, or if the demised premises Demised Premises or any part thereof be underlet undelete or occupied by anybody other than Tenant, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant or occupant, occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection collecting shall be deemed a waiver to relieve Tenant or any guarantor of this Lease or guarantor of the provisions hereofobligations of Tenant hereunder of any of its or their obligations hereunder nor be deemed a wavier of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from or any guarantor of this Lease or any guarantor of the further performance by Tenant of covenants on the part obligations of Tenant herein containedhereunder from its or their obligations under the covenants, provisions and conditions hereof; it being understood and agreed that Tenant and a guarantor of this Lease or any guarantor of the obligations of Tenant hereunder shall at all times, including during any extension term, remain obligated as primary obligors under this Lease. The consent by Landlord to an assignment or underletting shall not in any way wise be construed to relieve Tenant or any other Tenant, assignee, undertenant, or occupant of the Demised Premises from obtaining the express consent in writing of Landlord to any further assignment or underletting, and no such assignment or subletting shall be made to anyone who shall occupy the Demised Premises for any use other than as permitted by Section 2.01 or which would in any way violate the applicable ordinances, rules and regulations of applicable governmental boards or bureaus having or claiming jurisdiction thereof, or of the carrier of the fire insurance to be provided under this Lease. In no Notwithstanding anything contained in this Lease to the contrary, in the event that it shall any permitted sublessee assign be found by a court of competent jurisdiction that Landlord was unreasonable in withholding its consent to the assignment of this Lease or encumber its sublease or further sublet the subletting of all or any portion of its sublet spacethe Demised Premises, Tenant's sole remedy shall be limited to specific performance and Tenant shall not be entitled to damages or any other affirmative relief or remedy as a result thereof. In the event of a leveraged buy-out or other take-over of Tenant, Landlord's consent to an assignment of this Lease or subletting of the Demised Premises to the successor entity shall not be deemed to have been unreasonably withheld if said successor entity shall not have a net worth (in the event of a corporate entity, on a market value basis) as certified to by a certified public accountant at lease equal to the net worth of Tenant upon the date of execution of this Lease. Section 11.02. Supplementing the provisions of Section 11.01 of this Lease, provided Tenant is not in default under any of the terms, covenants, conditions and provisions of the Lease, Landlord agrees that (a) Landlord's consent shall not be required with respect to any subletting (s) which do not either individually, or otherwise suffer in the aggregate, exceed sixty (60%) percent of the floor area of the Demised Premises, and (b) Landlord shall not unreasonably withhold or permit delay or condition its consent to any proposed assignment of this Lease, or subletting(s) which either individually, or in the sublet space aggregate, exceed sixty (60%)percent of the floor area of the Demised Premises; and provided, however, that notwithstanding any such assignment, transfer or any subletting, Tenant covenants and agrees that it shall remain liable as a primary obligor for the due performance of all of the covenants, agreements, terms, provisions and conditions of this Lease on the part thereof of Tenant to be used performed or occupied by others, without observed. Any assignment or transfer of this Lease and any subletting of all or a portion of the Demised Premises shall be subject to Landlord's prior written consent (except as otherwise provided herein) and shall be made only if, and shall not be effective until, the assignee or subtenant shall execute, acknowledge and deliver to Landlord an agreement, in each instance. A modificationform and substance satisfactory to Landlord and counsel for Landlord, amendment whereby the assignee shall assume for the benefit of landlord the obligations and performance of this Lease and agree to be personally bound by and upon all of the covenants, agreements, terms, provisions and conditions hereof on the part of Tenant to be performed or extension observed, and whereby Tenant covenants and agrees to remain liable as a primary obligor for the due performance of all of the covenants, agreements, terms, provisions and conditions of this Lease on the part of Tenant to be performed or observed, or with respect to a sublease, the subtenant shall acknowledge in writing for the benefit of the Landlord that the sublease shall be deemed subject to all of the covenants, agreements, terms provisions and conditions of this Lease, and that upon receipt of notice from Landlord that the Tenant is in default hereunder, and during the continuance of any such default, the subtenant agrees to pay all subrent due under the sublease to Landlord. In the event of any assignment of this Lease or any subletting of all or any portion of the Demised Premises, the obligations of Tenant under this Lease as a subleaseprimary obligor shall be unaffected and shall remain in full force and effect. Section 11.03. if any lien is filed against Notwithstanding anything heretofore contained, in the demised premises event that Tenant desires to assign this Lease or sublet all or a portion of the building Demised Premises, Tenant shall first notify Landlord in writing of its intention, and such notice shall state the name of the proposed assignee or subtenant, together with its full address and a description of its proposed use (but nothing contained herein shall permit, nor obligate Landlord to permit, a use other than the use permitted by Section 2.01 of this Lease, it being understood that nay change in use shall be subject to Landlord's consent, which Tenant agrees may, notwithstanding anything contained herein to the same form a part for brokerage services claimed to have been performed for contrary, be unreasonably withheld). Tenant shall include therewith such financial information as may be available concerning the proposed assignee or subtenant, including without limitation current updated financial statements (which financial information Tenant, and/or the proposed assignee or subtenant shall supplement on demand if required by landlord). Section 11.04. Tenant hereby covenants and agrees to tender to Landlord upon receipt fifty (50%) percent of any annual minimum rent or additional rent or lump sum or installment payment or sum which Tenant shall receive from or on behalf of any assignee(s) or subtenant(s) or any occupant by, through or under Tenant, which is in excess of the annual minimum rent or additional rent payable by Tenant in accordance with the provisions of this Lease (or in the event of a subletting of less than the whole of the Demised Premises, the annual minimum rent or additional rent allocable to that portion of the Demised Premises affected by such sublease) less the actual bona-fide expenses paid by Tenant in connection with such subletting or assignment (e.g. cost of alterations, and brokerage, legal and architectural and engineering fees.) At the time of submission of the proposed assignment or sublease to Landlord, Tenant shall certify to landlord in writing whether or not actually performedthe assignee or subtenant has agreed to pay any such monies to Tenant or any designee of Tenant other than as specified and set forth in such instruments, and if so Tenant shall certify the same amounts and time of payment thereof, in reasonable detail. Section 11.05. In the event that any assignee of Tenant (which shall be discharged by Tenant within ten (10deemed to include any subsequent assignee(s) days thereafter, at of Tenant's expenseinitial assignee) shall become insolvent or shall be adjudicated a bankrupt, or shall file a petition for reorganization, arrangement or similar relief under any present or future provisions of the Bankruptcy Act, or if such a petition filed by filing creditors of any such assignee shall be approved by a court, or if any such assignee shall seek or if there shall be sought against any such assignee a judicial readjustment of the bond required by rights of its creditors under any present or future Federal, State or local law, or otherwiseif a receiver of all or part of its property and assets is appointed by any Court, and paying in any such proceeding the Lease shall be terminated or rejected, or the obligations of any such assignee thereunder shall be modified, Tenant (which for the purposes hereof shall be deemed to mean the original tenant named hereunder and all subsequent assignee(s) other necessary sumsthan the assignee that is subject to the bankruptcy or insolvency provisions referenced above) agrees that it will immediately pay the Landlord an amount equal to all rent and additional rent accrued to the date of such termination, rejection or modification. Tenant shall also pay to Landlord or its successors or assigns, an amount equal to the rent and additional rent which would have been payable under the Lease for the balance of the term thereof or the balance of any extension and/or renewal period then in effect, as the same would have become due and payable in accordance with the provisions of the Lease without regard to any such termination, rejection or modification. Tenant's obligations to make payment in accordance with the terms hereof, shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of any such assignee or its estate in bankruptcy resulting from the operation of any present or future provisions of the Bankruptcy Act or other statue, or from the decision of any court. Section 11.06. Notwithstanding anything to the contrary contained in this Article, Tenant may assign this Lease or sublet any portion of the Demised Premises at any time during the term of this lease, without obtaining Landlord's consent, upon Tenant giving Landlord prior written notice, to (a) another corporation succeeding to substantially all of the assets of Tenant as a result of a consolidation or merger or to a corporation to which all or substantially all of the assets of Tenant have been sold; (b) a wholly-owned subsidiary corporation; or (c) an affiliated corporation (defined as any corporation whose majority of shares are owned or controlled by the same persons owning or controlling the majority of shares of Tenant); provided: (i) documentation in compliance with Section 11.02 above shall be delivered to Landlord prior to the effective date of such assignment or sublease, and (ii) Tenant agrees shall remain primarily liable under all terms and conditions of this Lease (unless Tenant's corporate existence ends as a matter of law pursuant to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses such consolidation or liability resulting from such lien for brokerage services renderedmerger).

Assignment and Subletting. 12.1 Except as otherwise set forth in this Article 12, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge, encumber, or encumber otherwise transfer this Lease, nor underlet, or suffer or nor suffer, nor permit the demised premises Premises or any part thereof to be used or occupied by othersothers (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, and after Tenant shall have defaulted in respect of any of its obligations under this Lease, Tenant shall hold any amounts it receives from any undertenant or occupant in constructive trust for payment of Tenant's obligations hereunder; but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modificationAny assignment, amendment sublease, mortgage, pledge, encumbrance or extension transfer in contravention of the provisions of this Article 12 shall be void. 12.2 If Tenant shall at any time or times during the Term desire to assign this Lease or sublet all or part of the Premises and Landlord's consent thereto is required under this Article 12, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (i) the essential terms and conditions of proposed assignment or sublease, including the effective or commencement date thereof, which shall be not less than thirty (30) nor more than one hundred and eighty (180) days after the giving of such notice, (ii) a sublease statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (iii) current financial information with respect to the proposed assignee or subtenant, and (iv) an agreement by Tenant to indemnify Landlord against liability resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. The aforesaid notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (a) sublease such space (hereinafter called the "LEASEBACK SPACE") from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a subleasesublease of all or part of the Premises), or (b) terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Premises). Said options may be exercised by Landlord by notice to Tenant at any time within thirty (30) days after the aforesaid notice has been given by Tenant to Landlord; and during such thirty (30) day period Tenant shall not assign this Lease nor sublet such space to any person. 12.3 If Landlord exercises its option to terminate this Lease in the case whereby Tenant desires either to assign this Lease or sublet all or substantially all of the Premises, then, this Lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, and the Rent and additional rent due hereunder shall be paid and apportioned to such date. 12.4 If Landlord exercises its option to terminate this Lease pursuant to subsection 12.2 of this Article 12, Landlord shall be free to and shall have no liability to Tenant if Landlord should lease the Premises (or any lien is filed against part thereof) to Tenant's prospective assignee or subtenant. 12.5 If Landlord exercises its option to sublet the demised premises Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall be at a rental rate equal to the building lesser of which (x) the rental rate provided for in the proposed sublease and (y) the rental rate per rentable square foot of Rent and additional rent then payable pursuant to this Lease, and shall be for the same form a term as that of the proposed subletting, and such sublease: (a) shall be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease except such as are irrelevant or inapplicable. and except as otherwise expressly set forth to the contrary in this Article 12; (b) shall be upon the same terms and conditions as those contained in the proposed sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Article 12; (c) shall give the sublessee the unqualified and unrestricted right, without Tenant's permission, to assign such sublease or any interest therein and/or to sublet the space covered by such sublease or any part or parts of such space and to make any and all changes, alterations and improvements in the space covered by such sublease, provided, however, that if such sublease is for brokerage services claimed less than all or substantially all of the Term of the lease, then at the end of the term of such sublease and if requested to have been performed for do so by Tenant, whether the Premises shall be restored by Landlord to a condition reasonably suitable for general office purposes; (d) shall provide that any assignee or not actually performedfurther subtenant of Landlord or its designee, may, at the election of Landlord, be permitted to make alterations, decorations and installations in such space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in such space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to such space so sublet caused by such removal, provided, however, that if such sublease is for less than all or substantially all of the Term of the lease, then at the end of the term of such sublease and if requested to do so by Tenant, the same Premises shall be discharged restored by Tenant within ten Landlord to a condition reasonably suitable for general office purposes; and (10e) days thereaftershall also provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord's uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant, at Tenant's expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from such space so sublet by filing Tenant to Landlord or its designee, (iv) Landlord, at Tenant's expense, to the bond extent required by lawthe proposed sublease, may make such alterations as may be required or deemed necessary by Landlord to physically separate the subleased space from the balance of the Premises and to comply with any legal or insurance requirements relating to such separation, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing conditions, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition. (i) If Landlord exercises its option to sublet the Leaseback Space, Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Space during the period of time it is so sublet to Landlord. (ii) Performance by Landlord, or otherwiseits designee, under a sublease of the Leaseback Space shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease. (iii) Tenant shall have no obligation, at the expiration or earlier termination of the Term, to remove any alteration, installation or improvement made in the Leaseback Space by Landlord (or its designee). 12.7 In the event Landlord does not exercise either option provided to it pursuant to subsection 12.2 and provided that Tenant is not in default of any of Tenant's obligations under this Lease (after notice and the expiration of any applicable grace period) as of the time of Landlord's consent, and paying as of the effective date of the proposed assignment or commencement date of the proposed sublease, Landlord's written consent to the proposed assignment or sublease shall be given within five (5) business days after the expiration of the thirty (30) day period described in Section 12.2, provided and upon condition that: (i) Tenant shall have complied with the provisions of subsection 12.2 and Landlord shall not have exercised any of its options under said subsection 12.2 within the time permitted therefor; (ii) In Landlord's reasonable judgment the proposed assignee or subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (a) is in keeping with the then standards of the Building, (b) is limited to the use of the Premises for the Permitted Uses, and (c) will not violate any negative covenant as to use contained in any other necessary sumslease of office space in the Building; (iii) The proposed assignee or subtenant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof; (iv) Neither (a) the proposed assignee or sublessee nor (b) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee, is then an occupant of any part of the Building provided Landlord has comparable space available in the Building, (v) The proposed assignee or sublessee is not a person with whom Landlord is then negotiating to lease space in the Building or a person who has leased or negotiated to lease space in the Building during the six (6) month period ending on the date of the proposed assignment or sublet; (vi) The form of the proposed sublease or instrument of assignment shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 12; (vii) There shall not be more than two (2) subtenants (including Landlord or its designee) of the Premises; (viii) The rental and other terms and conditions of the sublease are substantially similar to those contained in the notice furnished to Landlord pursuant to subsection 12.2; (ix) Tenant shall reimburse Landlord on demand for the reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and reasonable legal costs incurred in connection with the granting of any requested consent; (x) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, nor shall any advertisement state the name (as distinguished from the address) of the Building or proposed rental rate lower than the rental rate then payable under this Lease; provided, however, that nothing contained herein shall preclude Tenant from entering into a sublease at such a lower rental rate; (xi) The proposed occupancy shall not increase the office cleaning requirements or impose an extra burden upon services to be supplied by Landlord to Tenant, unless Tenant agrees to indemnify pay any extra costs incurred thereby; and (xii) The proposed subtenant or assignee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of New York State. Except for any subletting by Tenant to Landlord or its designee pursuant to the provisions of this Article 12, each subletting pursuant to this subsection 12.7 shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such subletting to Landlord or any such subletting to any other subtenant and/or acceptance of Rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the Rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to the provisions of this Article 12. If Landlord shall decline to give its agents consent to any proposed assignment or sublease, or if Landlord shall exercise either of its options under subsection 12.2, Tenant shall indemnify, defend and hold them harmless Landlord against and from and against any and all claimsloss, losses or liability liability, damages, costs, and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. 12.8 In the event that (i) Landlord fails to exercise either of its options under subsection 12.2 and consents to a proposed assignment or sublease, and (ii) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within ninety (90) days after the giving of such lien consent, then, Tenant shall again comply with all of the provisions and conditions of subsection 12.2 before assigning this Lease or subletting all or part of the Premises, subject to the provisions of Section 20.2 of this Lease. 12.9 With respect to each and every sublease or subletting authorized by Landlord under the provisions of this Lease, it is further agreed that: (i) No subletting shall be for brokerage services rendered.a term ending later than one (1) day prior to the Expiration Date of this Lease; (ii) No sublease shall be delivered, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord; (iii) Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of termination, re-entry or dispossession by Landlord under this Lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions

Assignment and Subletting. Section 11.01. Except as otherwise specifically provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that that, without the prior consent of Landlord in each instance, it shall not (i) assign, mortgage or encumber its interest in this Lease, nor underletin whole or in part, or suffer (ii) sublet, or permit the demised premises subletting of, the Demised Premises or any part thereof, or (iii) permit the Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this Lease be assignedoccupied, or if the demised premises used for desk space, mailing privileges or otherwise, by any part thereof be underlet or occupied by anybody person other than Tenant. A transfer of more than 50% in interest of Tenant (whether stock, partnership interest, membership interest or otherwise) by any party in interest shall be deemed an assignment of this Lease, either in one transaction or in any series of transactions within a twelve (12) month period. Any assignment, sublease, mortgage, pledge, encumbrance or transfer by Tenant in contravention of this Article 11 shall be void. Section 11.02. A. If Tenant’s interest in this Lease is assigned, whether or not in violation of the provisions of this Article, Landlord may, after default by Tenant, may collect rent from the assignee; if the Demised Premises or any part thereof are sublet to, undertenant or occupied by, or used by, any person other than Tenant, whether or not in violation of this Article, Landlord, after default by Tenant under this Lease beyond the expiration of applicable notice and cure periods, may collect rent from the subtenant, user or occupant. In either case, and Landlord shall apply the net amount collected to the rent herein reservedrents reserved in this Lease, but no neither any such assignment, underlettingsubletting, occupancy occupancy, or use, whether with or without Landlord’s prior consent, nor any such collection or application, shall be deemed a waiver of the provisions hereofany term, covenant or condition of this Lease or the acceptance by Landlord of the such assignee, undertenant subtenant, occupant or occupant user as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment any assignment, subletting, occupancy or underletting use shall not in any way be construed not, subject to the terms herein, relieve Tenant from obtaining its obligation to obtain the express prior consent in writing of Landlord to any modification to any such assignment, subletting, occupancy or use or to any further assignment assignment, subletting, occupancy or underlettinguse. In no event shall The listing of any permitted sublessee assign or encumber its sublease or further sublet all name other than that of Tenant on any door of the Demised Premises or any portion of its sublet spacedirectory or in any elevator in the Building or otherwise, shall not operate to vest in the person so named any right or interest in this Lease or in the Demised Premises, or otherwise suffer be deemed to constitute, or permit serve as a substitute for, any prior consent of Landlord required under this Article, and it is understood that any such listing shall constitute a privilege extended by Landlord. Tenant agrees to pay to Landlord upon demand, as additional rent (but not in duplication of the sublet space fee required in Section 11.07B), reasonable counsel fees and other necessary costs (including architectural and engineering) incurred by Landlord in connection with any proposed assignment of Tenant’s interest in this Lease or any proposed subletting of the Demised Premises or any part thereof or any surrender of Tenant’s lease or termination thereof prior to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedExpiration Date.

Assignment and Subletting. Tenant(a) Tenant shall not, for itselfby operation of law or otherwise, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge or encumber this Lease, nor underlet, Lease and shall not sublet all or suffer any portion of the Premises or permit the demised premises Premises or any part thereof to be used or occupied by others, others without the Landlord’s prior written consent of Landlord in each instance. If this Lease be is assigned, or if the demised premises Premises or any part thereof be underlet are sublet or occupied by anybody other than TenantTenant in violation of the terms hereof, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant or occupant, occupant and apply the net amount collected to the rent Rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingsubletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's ’s prior written consent in each instance. A modification. (b) Any transfer or assignment, amendment whether made in one (1) transaction or extension in a series of transactions, which results in a sublease shall be deemed a sublease. if any lien is filed against transfer or assignment of fifty percent (50%) or more of the demised premises voting interests or the building control of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performedany permitted subtenant or assignee of this Lease, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, constitute an assignment of this Lease or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedsublease requiring Landlord’s consent.

Assignment and Subletting. Tenant16.01 Tenant will not, for itselfvoluntarily or by operation of law, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage sell, convey, sublet or encumber otherwise transfer all or any part of Tenant’s right or interest in this Lease, nor underlet, or suffer allow any other person or permit the demised premises entity to occupy or use all or any part thereof to of the Premises (collectively called “Transfer”) without first obtaining the written consent of Landlord, which consent shall not be used or occupied by others, unreasonably withheld. Any Transfer without the prior written consent of Landlord in shall be void. Without limiting the generality of the definition of “Transfer,” it is agreed that each instance. If this Lease be assigned, or if of the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection following shall be deemed a waiver “Transfer” for purposes of this Article 16: (a) an entity other than Tenant becoming the provisions hereoftenant hereunder by merger, the acceptance of the assignee, undertenant or occupant as tenantconsolidation, or other reorganization; and (b) a release transfer of any ownership interest in Tenant from the further performance by (unless Tenant of covenants on the part of is an entity whose stock is publicly traded). Tenant herein contained. The consent shall provide to Landlord all information requested by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingconcerning a Transfer. In no event shall any permitted sublessee Tenant mortgage, encumber, pledge or assign or encumber its sublease or further sublet for security purposes all or any portion part of its sublet spaceinterest in this Lease. Regardless of whether consent by Landlord is granted in connection with any Transfer, no Transfer shall release Tenant from any obligation or liability hereunder; Tenant shall remain primarily liable to pay all rent and other sums due hereunder to Landlord and to perform all other obligations hereunder. Similarly, no Transfer, with or without the consent of Landlord, shall release any guarantor from its obligations under its guaranty. Upon any assignment or sublease, any rights, options or opportunities granted to Tenant hereunder to extend or renew the Term, to shorten the Term, or otherwise suffer to lease additional space shall be null and void. 16.02 In the event Landlord consents to a Transfer, the Transfer will not be effective until Landlord receives a fully executed agreement regarding the Transfer, in a form and of substance acceptable to Landlord, any documents or permit information required by such agreement (including any estoppel certificate and any subordination agreement required by any lender of Landlord), an amount equal to all attorneys’ fees incurred by Landlord (regardless of whether such consent is granted and regardless of whether the sublet space Transfer is consummated) and other expenses of Landlord incurred in connection with the Transfer, and a Transfer fee in an amount determined by Landlord (a minimum fee of $250.00), not to exceed $1,000 per transfer or request to transfer. 16.03 Any consideration paid to Tenant for assignment of this Lease, less any part thereof reasonable brokerage commission paid by Tenant with respect to such assignment, shall be used or occupied by others, without immediately paid to Landlord's prior written consent in each instance. A modification, amendment or extension In the event of a sublease of all or a portion of the Premises, all rents payable by the subtenant in excess of rents payable hereunder (allocated on a per square foot basis in the event of a partial sublease) shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed immediately due and payable to have been performed for TenantLandlord; provided, whether or not actually performed, the same excess rental shall be discharged calculated taking into account straight-line amortization, without interest, of any reasonable brokerage commission paid by Tenant in connection with the subject sublease transaction. 16.04 Landlord may, within ten 30 days after submission of Tenant’s written request for Landlord’s consent to a Transfer, terminate this Lease (10or, as to a partial subletting, terminate this Lease as to the portion of the Premises proposed to be sublet) days thereafteras of the date the proposed Transfer was to be effective. If Landlord terminates this Lease as to only a portion of the Premises, then (a) this Lease shall cease as to such portion of the Premises, (b) Tenant shall pay to Landlord all Base Rent and other amounts accrued through the termination date relating to the portion of the Premises covered by the proposed Transfer, and (c) Tenant shall execute, upon request of Landlord, an amendment hereto setting forth matters related to such partial termination. Landlord may physically separate the recaptured portion of the Premises and lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant. 16.05 Upon the occurrence of a Default, if the Premises or any portion thereof are sublet, Landlord may, at Tenant's expense, by filing the bond required by law, or otherwise, its option and paying in addition and without prejudice to any other necessary sumsremedies herein provided or provided by Law, collect directly from the sublessee(s) all rentals becoming due Tenant and Tenant agrees apply such rentals against other sums due hereunder to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedLandlord.

Assignment and Subletting. Tenant(a) Other than an assignment, for itselftransfer or sublet to a successor or assign of Lessee that agrees to assume and be bound by the terms of this Lease, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Lessee shall not voluntarily, involuntarily, or by operation of law, assign, transfer, mortgage or otherwise encumber (herein collectively referred to as an "assignment") this LeaseLease or any interest of Lessee herein, nor underletin whole or in part, not sublet the whole or suffer or any part of the leased Premises, not permit the demised premises leased Premises or any part thereof to be used or occupied by others, without first obtaining in each and every instance the prior written consent of Landlord Lessor, which will not be unreasonably withheld or delayed. Any consent by Lessor to an assignment or subletting or use or occupancy by others shall be held to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting or ▇▇▇ or occupancy by others, including, but not limited to a subsequent assignment or subletting by any trustee, receiver, liquidator, or personal representative of Lessee, nor shall the references anywhere in each instancethis Lease to subtenants, licensees and concessionaires be construed as a consent by Lessor to an assignment. If this Lease or any interest herein be assigned, assigned or if the demised premises leased Premises or any part thereof be underlet sublet or used or occupied by anybody anyone other than TenantLessee without Lessor's prior written consent having been obtained thereto, Landlord may, after default by Tenant, Lessor may nevertheless collect rent (including, but not limited to, Basic Monthly Rent, and Additional Rent) from the assignee, undertenant sublessee, user or occupant, occupant and apply the net amount collected to the rent rents herein reserved, but no and furthermore in any such event Lessee shall pay to lessor monthly, as additional rent, the excess of the consideration received or to be received , during such month for such assignment, underlettingsublease or occupancy (whether or not denoted as rent) over the rental reserved for such month in this Lease applicable to such portion of the leased Premises so assigned, sublet or occupied. No such assignment, subletting, use, occupancy or collection shall be deemed a waiver of the provisions hereofcovenant herein against assignment, subletting or use or occupancy by other, or the acceptance of the assignee, undertenant subtenant, user or occupant as tenant, lessee hereunder or constitute a release of Tenant Lessee from the further performance by Tenant Lessee of covenants on the part terms and provisions of Tenant herein containedthis Lease. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all If this Lease or any portion interest of its sublet space, Lessee herein be assigned or otherwise suffer or permit if the sublet space whole or any part thereof to of the Leased premises be sublet or used or occupied by others, without Landlordafter having obtain Lessor's prior written consent thereto, Lessee shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Lessee and Lessee shall not be released therefrom in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedmanner.

Assignment and Subletting. Tenant(a) Except as provided in Section 18(b), for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage enter into nor permit any Transfer voluntarily or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersoperation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Without limitation, T▇▇▇▇▇ agrees that L▇▇▇▇▇▇▇’s consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord, (ii) the business, business reputation, or creditworthiness of the proposed transferee is unacceptable to Landlord, (iii) Landlord has been in each instance. If discussions with such proposed transferee to occupy comparable space in the Building, or (iv) Tenant is in default under this Lease be assigned, or if the demised premises or any part thereof be underlet act or occupied by anybody other than Tenant, Landlord may, after omission has occurred which would constitute a default by Tenant, collect rent from with the assignee, undertenant or occupant, and apply giving of notice and/or the net amount collected passage of time. A consent to the rent herein reserved, but no assignment, underletting, occupancy or collection one Transfer shall not be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The to be consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingsubsequent Transfer. In no event shall any permitted sublessee assign Transfer relieve Tenant from any obligation under this Lease, L▇▇▇▇▇▇▇’s acceptance of Rent from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or encumber its sublease to be a consent to any Transfer. Any Transfer not in conformity with this Section 18 shall be void at the option of Landlord. (b) Landlord’s consent shall not be required in the event of any Transfer by Tenant to an Affiliate provided that (i) any Affiliate that is an entity controlling, controlled by, or further sublet under common control of, Tenant (directly or indirectly) has a tangible net worth at least equal to or exceeding that of Tenant as of the date of this Lease, (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the effective date, together with current financial statements of the Affiliate certified by an executive officer of the Affiliate, and (iii) in the case of an assignment or sublease, T▇▇▇▇▇ delivers to Landlord an assumption .agreement reasonably acceptable to Landlord executed by T▇▇▇▇▇ and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s’ compliance with the insurance requirements of Tenant under this Lease. (c) The provisions of Section 18(a) notwithstanding, if Tenant proposes to Transfer all of the Premises (other than to an Affiliate), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed transferee or any without that condition, If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate), Landlord may amend this Lease to remove the portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof Premises to be used transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or occupied without that condition. If this Lease is not so terminated or amended, Tenant shall (unless such Transfer is to an Affiliate) pay to Landlord, immediately upon receipt, 50% of the excess of all compensation received by othersTenant for the Transfer net of the commercially reasonable costs of the Transfer, including, without limitation, costs of improvements, brokers commission fees, and legal fees, over the Rent allocable to the Premises transferred. (d) If Tenant requests L▇▇▇▇▇▇▇’s consent to a Transfer, Tenant shall provide Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expenseleast 15 days prior to the proposed Transfer, current financial statements of the transferee certified by filing an executive officer of the bond required by lawtransferee, or otherwisea complete copy of the proposed Transfer documents, and paying any other necessary sumsinformation Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by T▇▇▇▇▇ and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. T▇▇▇▇▇ agrees to indemnify reimburse Landlord for its commercially reasonable attorneys’ fees in connection with the processing and its agents and hold them harmless from and against documentation of any and all claims, losses or liability resulting from such lien Transfer for brokerage services renderedwhich L▇▇▇▇▇▇▇’s consent is requested.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by othersnot, without the prior written consent of Landlord Landlord, which shall not be unreasonably withheld or delayed as provided in each instance. If this Lease be assignedSection 15: (a) assign, mortgage, pledge, encumber or otherwise transfer this Lease, the term or estate hereby granted, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or interest hereunder; (b) permit the sublet space Premises or any part thereof to be used utilized by anyone other than Tenant (whether as concessionaire, franchisee, licensee, permittee or occupied by othersotherwise); or (c) except as hereinafter provided, sublet or offer or advertise for subletting the Premises or any part thereof. Any assignment, mortgage, pledge, encumbrance, transfer or sublease without Landlord’s consent shall be voidable and, at Landlord’s election, shall constitute a default. Notwithstanding the foregoing and Subsections (b) and (c) below, Tenant may assign this Lease or sublet the Premises or a portion thereof, without Landlord's ’s consent, but with prior written consent notice, to any corporation, partnership, individual or other entity which controls, is controlled by or is under common control with Tenant; or to any corporation, partnership, individual or other entity, resulting from the merger or consolidation with Tenant; or to any person or entity which acquires all of the assets of Tenant’s business going concern, provided that (i) the assignee or subtenant assumes, in each instancefull, the obligations of Tenant under this Lease, (ii) Tenant remains fully liable under this Lease, (iii) the use of the Lease by such transferee conforms with the requirements of this Lease, and (iv) if Tenant is no longer a viable operating business, the proposed transferee shall have a net worth which is comparable to that of Tenant as of the Lease Date. A modificationProvided that Tenant is a corporation, amendment and (i) the stock of Tenant is traded on a national exchange, the transfer of stock in Tenant shall not be considered an assignment, sublease or extension transfer under the Lease, or (ii) the stock of Tenant is not traded on a national exchange, the collective transfer of thirty percent (30.00%) or less of such stock shall not be considered an assignment, sublease or transfer under this Lease. (b) If at any time or from time to time during the Term of this Lease, Tenant desires to assign this Lease with respect to, or to sublet, all or any part of the Premises, then at least thirty (30) days prior to the date when Tenant desires the assignment or subletting to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Transfer Notice”) which shall set forth the name, address and business of the proposed assignee or subtenant, information (including financial statements and references) concerning the character of the proposed assignee or subtenant, in the case of a sublease proposed sublease, a detailed description of the space proposed to be sublet, which must be a single, self-contained unit (the “Space”), any rights of the proposed assignee or subtenant to use Tenant’s improvements and the like, the Transfer Date, and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require, if Landlord promptly requests additional detail, the Transfer Notice shall not be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed received until Landlord receives such additional detail. Notwithstanding the foregoing, upon receipt of such proposal, among Landlord’s other rights, Landlord may elect to terminate the Lease as to the portion of the Premises proposed to be sublet or assigned and/or to enter into a direct lease with the proposed sublessee or assignee as to the portion of the Premises proposed to be sublet or assigned if such portion is greater than fifty percent (50%) of the square footage of the Premises and the sublease is for a term greater than fifty percent (50%) of the initial Term. If this Lease or any interest in this Lease is sold, assigned or transferred by Tenant, or Tenant subleases any part of the Premises, without Landlord’s consent, Landlord may, cumulative of any other right or remedy available to Landlord, elect to terminate this Lease (as it affects the portion of the Premises sought to be sublet or assigned) as of the effective date of the proposed transfer. Landlord’s acceptance of any name for listing on the Building directory will not be deemed, not will it substitute for, Landlord’s consent, as required by this lease, to any sublease, assignment or other occupancy of the Premises. (c) Landlord shall be permitted to consider any reasonable factor in determining whether or not actually performed, the same to withhold its consent to a proposed assignment or sublease and Landlord shall be discharged by Tenant make such determination within ten (10) business days thereafterfollowing Landlord’s receipt of the Transfer Notice. The failure of Landlord to deliver written notice of such determination within such time period shall be deemed Landlord’s approval thereof. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, at it shall be reasonable for Landlord to withhold its consent if any of the following conditions are not satisfied: (1) The proposed use by the transferee shall (i) comply with Tenant's expense’s permitted use, (ii) be consistent with the general character of businesses carried on by filing tenants of the bond required Building, (iii) not materially increase the likelihood of damage or destruction, (iv) not materially increase the density of occupancy of the Premises or increase the amount of pedestrian and other traffic through the Building, (v) not be likely to cause an increase in insurance premiums for insurance policies applicable to the Building, (vi) not require new tenant improvements incompatible with then-existing Building systems and components, (vii) unless paid by lawTenant, not require Landlord to make material modifications to the Building outside of the Premises (in order, for example, to comply with laws such as the ADA), (viii) not materially increase the electrical or HVAC usage in the Premises, and (ix) not otherwise have or cause a material adverse impact on the Premises, the Building, the Project, or otherwiseLandlord’s interest therein; (2) The proposed transferee shall not be a labor union, and paying foreign or domestic government entity. (3) If Landlord has vacant space at the Building suitable for such proposed transferee, the proposed transferee shall not be an existing tenant or occupant of the Building or a person or entity with whom Landlord is then dealing, or with whom Landlord has had any other necessary sumsdealings within the previous three (3) months, and with respect to the leasing of space in the Building; and (4) Any ground lessor or mortgagee whose consent to such transfer is required fails to consent thereto. Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedshall have the burden of demonstrating that each of the foregoing conditions has been satisfied.

Assignment and Subletting. Tenant(a) Tenant shall not, for itselfby operation of law or otherwise, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge or encumber this Lease, nor underlet, Lease and shall not sublet all or suffer any portion of the Premises or permit the demised premises Premises or any part thereof to be used or occupied by others, others without the Landlord's prior written consent of Landlord in each instance. If this Lease be is assigned, or if the demised premises Premises or any part thereof be underlet are sublet or occupied by anybody other than TenantTenant in violation of the terms hereof, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant or occupant, occupant and apply the net amount collected to the rent Rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingsubletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification. (b) Any transfer or assignment, amendment whether made in one (1) transaction or extension in a series of transactions, which results in a sublease shall be deemed a sublease. if any lien is filed against transfer or assignment of fifty percent (50%) or more of the demised premises voting interests or the building control of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performedany permitted subtenant or assignee of this Lease, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenantconstitute an assignment of this Lease or sublease requiring Landlord's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedconsent.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 11.1 Tenant shall not assignhave the right to assign or pledge this Lease or to sublet the whole or any part of the Premises, mortgage whether voluntarily or encumber this Leaseby operation of law, nor underlet, or suffer or permit the demised premises use or any part thereof to be used or occupied occupancy of the Premises by othersanyone other than Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord in each instancehas consented. If this Lease be assignedIn the event Tenant desires to sublet the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Premises if the demised premises rent is determined in whole or in part based upon the income or profits derived by the sublessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Premises or any part thereof be underlet are then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance by of Tenant’s obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of covenants on the part application for the consent and for the preparation of Tenant herein containedthe consent. The consent Such service charge shall be collectible by Landlord to only where consent is granted by Landlord. 11.2 If Tenant is an assignment entity other than a natural person, the ownership interests of which at the time of execution of this Lease, are held by fewer than fifty (50) persons, and if at any time during the Term persons or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion other entities who own at least one-third (1/3) of its sublet spaceownership interests at the time of the execution of this Lease or following Landlord’s consent to a transfer of such ownership interests, cease to own such ownership interests (other than as a result of transfer by bequest or otherwise suffer or permit inheritance), such transfer shall, at the sublet space or any part thereof to be used or occupied by othersoption of Landlord, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a subleasedefault by Tenant under this Lease. 11.3 In addition to, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord’s receipt of Tenant’s written notice and accompanying information as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Paragraph, the Term shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Paragraph only a portion of the Premises, the rent during the unexpired Term shall ▇▇▇▇▇ proportionately. Tenant shall, at Tenant’s own cost and expense, discharge in full any lien is filed against the demised premises outstanding commission which may be due and owing as a result of any proposed assignment or the building of which the same form a part for brokerage services claimed to have been performed for Tenantsubletting, whether or not actually performedthe Premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant. In the event of the recapture of a portion of the Premises by Landlord pursuant to the terms of this Paragraph, Tenant shall pay all costs associated with the separation of the recaptured premises from the portion not recaptured, including, but without limitation, the same cost of all demising partitions, changes in lighting and HVAC Systems and all reasonable architectural and/or engineering fees. 11.4 In the event that Tenant sublets, assigns or otherwise transfers its interest in this Lease and at any time receives Excess Rent, Tenant shall pay to Landlord one hundred percent (100%) of the Excess Rent as received by Tenant. Tenant shall furnish Landlord with a sworn statement, certified by an officer of Tenant or an independent certified public accountant, setting forth in detail the computation of Excess Rent, and Landlord, or its representatives, shall have access to the books, records and papers of Tenant in relation thereto, and the right to make copies thereof. If a part of the consideration for such sublease or assignment shall be discharged payable other than in cash, the payment to Landlord shall be payable in such form as is reasonably satisfactory to Landlord. For purposes of this Paragraph, the term “Excess Rent” shall mean the excess, if any, of (i) all amounts received or to be received in the form of cash, cash equivalents, and non-cash consideration by Tenant within ten from any assignee or sublessee over (10ii) days thereafterthe sum of the rent payable to Landlord hereunder (or, at Tenant's expensein the case of a sublease of a portion of the Premises, the portion of the Rent which is allocable on a per square foot basis to the space sublet), plus the amount of any reasonable brokers’ commissions and costs of tenant improvements incurred by filing Tenant in connection with such assignment or sublease, all of which shall be, in the bond required by lawcase of a sublease, or otherwise, and paying any other necessary sums, and Tenant agrees amortized over the term of the sublease for the purpose of calculating the amounts of the periodic payments due to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedhereunder.

Assignment and Subletting. A. Except as otherwise provided herein, Tenant shall not, by operation of law or otherwise, transfer, assign, sublet, enter into license or concession agreements, change ownership, mortgage or hypothecate this Lease or the Tenant’s interest in and to the Premises without first procuring the written consent of Landlord, for itselfwhich consent shall not be unreasonably withheld, its heirsconditioned or delayed. Any attempted transfer, distributeesassignment, executorssubletting, administratorslicense or concession agreement, legal representativeschange of ownership, successors mortgage or hypothecation without Landlord’s written consent shall be void and assigns, expressly covenants confer no rights upon any third person. Tenant agrees and acknowledges that it shall be deemed reasonable for Landlord to withhold, condition or delay its consent to a proposed assignment or sublease if the proposed assignee or sublessee (i) shall not assignhave a net worth, at the time of the assignment or sublease, sufficient to discharge Tenant’s obligations under this Lease, as reasonably determined by Landlord; or (ii) shall have undertaken a bankruptcy, liquidation, reorganization or insolvency action or an assignment of or by such assignee or sublessee for the benefit of creditors, or any similar action undertaken by such assignee or sublessee, at any time within the thirty six (36) month period prior to such proposed assignment or sublease. Tenant shall give Landlord not less than thirty (30) days’ notice prior to the effective date of any such assignment or sublease. In the event this Lease is being assigned or more than fifty percent (50%) of the Premises is being subleased for the majority of the remaining demised term, the provisions of Section 19.3 below shall apply. Nothing herein contained shall relieve Tenant and any Guarantor from its covenants and obligations for the demised term. Tenant agrees to reimburse Landlord for Landlord’s reasonable outside attorneys’ fees incurred in conjunction with the processing and documentation of any such requested transfer, assignment, subletting, licensing or concession agreement, change of ownership, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent hypothecation of Landlord in each instance. If this Lease be assignedor Tenant’s interest in and to the Premises, not to exceed $1,500.00 per request. B. If Landlord consents to any assignment or if sublease pursuant to this Article, Tenant shall pay Landlord, as Additional Rent: (a) in the demised premises or any part thereof be underlet or occupied by anybody other than Tenantcase of each and every assignment, Landlord mayone half (1/2) of an amount equal to all monies, after default by Tenant, collect rent from the assignee, undertenant or occupantproperty, and apply other consideration of every kind whatsoever paid or payable to Tenant by the net amount collected assignee for such assignment and for all property of Tenant transferred to the rent herein reservedassignee as part of the transaction (including, but no not limited to, fixtures, other leasehold improvements, furniture, equipment, and furnishings) but only to the extent such consideration exceeds the fair market value thereof [after subtracting the costs described in subparagraphs (b)(ii) and (b)(iii) herein in connection with such assignment]; and (b) in the case of each and every sublease, underletting, occupancy or collection shall be deemed a waiver one half (1/2) of the provisions hereofamount by which all rent, the acceptance of the assigneeand/or other monies, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwiseproperty, and paying any other necessary sumsconsideration of every kind whatsoever paid or payable to Tenant by the subtenant under the sublease, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.exceeds the sum of:

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assignhave the right to assign or pledge this Lease or to sublet the whole or any part of the Premises, mortgage whether voluntarily or encumber this Leaseby operation of law, nor underlet, or suffer or permit the demised premises use or any part thereof to be used or occupied occupancy of the Premises by othersanyone other than Tenant, without the prior written consent of Landlord which shall not be unreasonably withheld or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Notwithstanding anything to the contrary contained herein, related to assignment, Landlord shall not unreasonably withhold its consent to any assignment of the Premises, provided that the proposed transferee: (1) has an equal or greater than net worth than Tenant and Guarantor; (2) has a good reputation in each instance. If the business community and is experienced in the operation of a retail business of the type allowed under this Lease be assignedLease; (3) will use the Premises for the Permitted Use and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Building; (4) will not use the Premises or Building in a manner” that would materially increase the insurance rates therefor; (5) is not a governmental entity, or subdivision or agency thereof; otherwise, Landlord may withhold its consent in its sole discretion. In the event Tenant desires to sublet the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of all or any portion of the Premises if the demised premises rent is determined in whole or in part based upon the income or profits derived by the sublessee (other than a rent based upon a fixed percentage or percentages of receipts or sales). In cases of any permitted subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Premises or any part thereof be underlet are then assigned or occupied sublet, Landlord, in addition to any other remedies herein provided, or provided by anybody other than Tenantlaw, Landlord may, after default by Tenant, at its option collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent, Such service charge shall be collectible by Landlord only where consent is granted by Landlord. Notwithstanding anything to the contrary contained in this Section, Landlord will not unreasonably withhold its consent to any proposed subtenant: (i) whose financial condition as determined by Landlord is greater than or equal to Tenant’s, (ii) who will use the Premises for a similar use as Tenant (iii) whose use will not and will not violate any covenant of covenants on any other leases in the part Building, (iv) who is not or has not been a prospect for any other space in the Building; and (v) who is a subsidiary or affiliate of Tenant herein containedthe Tenant. (b) In addition to, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The consent option shall be exercised, if at all, by Landlord to an assignment or underletting shall not in any way be construed to relieve giving Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part written notice thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) business days thereafterfollowing Landlord’s receipt of Tenant’s written notice as required in Section 14.01 (a) above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Term shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term; provided, however, that effective on such date Tenant shall pay Landlord all amounts, as estimated by Landlord, payable by Tenant to such date, with respect to taxes, insurance, repairs, maintenance and other obligations, costs or charges which are the responsibility of Tenant hereunder. Further, upon any such termination Landlord and Tenant shall have no further obligations or liabilities to each other under this Lease, except with respect to obligations or liabilities which accrued hereunder as of such termination date (in the same manner as if such termination date were the date originally fixed in this Lease for the expiration of the Term). If Landlord recaptures under this Section only a portion of the Premises. Tenant’s liability for said recapture space, and its rental payments due for said space, shall cease as of the date of said recapture and Tenant shall have no further liability for said space other than paying the direct transaction costs associated with the recapture space. Tenant shall not be responsible for any unamortized commissions or other costs associated with the ▇▇▇▇▇▇▇▇▇. Tenant shall at Tenant's ’s own cost and expense, discharge in full any unamortized commission obligation on the part of Landlord with respect to this Lease and any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant hereto and rented by filing Landlord to the bond required proposed tenant or any other tenant. In the event of the recapture of a portion of the Premises by lawLandlord pursuant to the terms of this paragraph, Tenant will split with the Landlord 50/50 all costs associated with the separation of the recaptured Premises from the portion not recaptured, including, but without limitation, the cost of all demising partitions, changes in lighting and HVAC distribution systems and all reasonable architectural and/or engineering fees. Tenant and Landlord shall equally share the proceeds of all profits, if any, which result from a sublease or assignment of the Premises. In addition, Tenant shall have the right to sublease or assign the Premises to a parent, subsidiary, affiliate, or otherwise, and paying any other necessary sums, and division of Tenant agrees to indemnify Landlord and without Landlord’s prior written consent provided Tenant remains liable under all of its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedobligations under the Lease.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, pledge, mortgage or otherwise transfer or encumber this Lease, nor underlet, sublet all or suffer any part of the Premises or permit the demised premises same to be occupied or used by anyone other than Tenant or its employees or any subsidiary, parent or affiliated company of Tenant without Landlord's prior written approval, which Landlord agrees not unreasonably to withhold. It will not be unreasonable for Landlord to withhold consent if the reputation, financial responsibility, or business of a proposed assignee or subtenant is unsatisfactory to Landlord. Tenant's request for approval shall be in writing and contain the name, address and description of the business of the proposed assignee or subtenant, its most recent financial statement and other evidence of financial responsibility, its intended use of the Premises, and the terms and conditions of the proposed assignment or subletting. Within fifteen (15) days from receipt of such request, Landlord shall either: ▇. ▇▇▇▇▇ consent, or B. refuse consent, or C. require Tenant to execute an assignment or lease or sublease of Tenant's interest hereunder to Landlord or its designee upon the same terms and conditions as are contained herein, together with an assignment of Tenant's interest as sublessor in any such proposed sublease, or D. if the request is for consent to a proposed assignment of this Lease, terminate this Lease and the Term hereof effective as of the last day of the month in which the request was received. Each assignee or sublessee of Tenant's interest hereunder shall assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for all payments and for the due performance of all terms, covenants, conditions and provisions herein contained on Tenant's part thereof to be used observed and performed. No assignment shall be binding upon Landlord unless the assignee shall deliver to Landlord an instrument in recordable form containing a covenant or occupied assumption by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant but the failure or occupantrefusal of an assignee to execute the same shall not release assignee from its liability as set forth herein. Any assignment or subletting shall terminate any right in Tenant (as may otherwise be provided for herein) to renew or extend the Term of this Lease or any right of expansion to new or additional space, and apply shall likewise terminate and render void and of no effect any prior exercise of any of the net amount collected rights enumerated above (except and only to the rent herein reserved, but no assignment, underletting, occupancy or collection extent that a renewal term is then in effect). Any consent by Landlord hereunder shall be deemed not constitute a waiver of strict future compliance by Tenant of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, this Section 25 or a release of Tenant from the further full performance by Tenant of covenants on any of the part of Tenant herein terms, covenants, provisions or conditions in this Lease contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. The merger or consolidation of a corporate lessee or sublessee where the net worth of the resulting or surviving corporation is less than the net worth of the lessee or sublessee immediately prior to such merger or consolidation shall be deemed an assignment of this lease or of such sublease. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if If any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten twenty (1020) days thereafterafter Tenant's receipt of notice thereof, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from form and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 11.01. Tenant shall not assign, mortgage or encumber this Lease, its interest hereunder or the estate granted hereby, nor underlet, sublet or suffer or permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. 11.02. If Tenant should assign its interest in this Lease be assignedLease, or if the demised premises all or any part thereof of the Demised Premises be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant under-tenant or occupant, as the case may be, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant under-tenant or occupant as tenantTenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedcontained herein. The consent by Landlord to an any assignment or underletting shall not in any way be construed to relieve Tenant Tenant, or any assignee or subtenant, as the case may be, from obtaining the express consent in writing of Landlord to any further assignment or underlettingunderletting in accordance with and subject to the further provisions of this Article XI. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. 11.03. A modificationIf Tenant shall desire to assign this Lease, amendment or extension to sublet the Demised Premises, it shall no later than sixty (60) days prior to the proposed effective date of the assignment or sublet, submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall contain the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (iv) current financial information and any other information Landlord may request. Landlord may then, by notice to such effect given to Tenant within thirty (30) days after either the receipt of Tenant's request for consent or the receipt of such further information as Landlord may request pursuant to this Section 11.03 above, whichever is later,terminate this Lease on a date to be specified in said notice (hereinafter, the "Termination Date") which date shall be not earlier than one (1) day before the effective date of the proposed assignment or subletting nor later than sixty-one (61) days after said effective date. Tenant shall then vacate and surrender the Demised Premises on or before the Termination Date and the Term of this Lease shall end on the Termination Date as if that were the Expiration Date. Landlord shall be free to, and shall have no liability to Tenant if Landlord should, Lease all or any part of the Demised Premises to Tenant's prospective assignee or subtenant. 11.04. If Landlord shall not exercise its option to terminate this Lease pursuant to Section 11.03 above, Landlord shall not unreasonably withhold its consent to the proposed assignment or subletting referred to in Tenant's notice given pursuant to said Section, provided that the following further conditions shall be fulfilled: (1) The Demised Premises shall not, without Landlord's prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the prevailing rental for space in the Building; (2) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default; (3) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner in keeping with the standards in such respect of the other tenancies in the Building; (4) Landlord does not or in Landlord's reasonable judgment will not have, within six (6) months after the date of said Tenant's notice, comparable space available for the proposed subtenant or assignee in the Building, the proposed assignee or subtenant shall not then be a tenant, subtenant or assignee of any space in the Building other than of space included in the Demised Premises nor shall the proposed assignee or sublessee be a person or entity with whom Landlord is then negotiating to lease space in the Building; (5) The proposed use of the Demised Premises by the proposed assignee or subtenant shall not (a) be likely to increase Landlord's operating expenses beyond that which would be incurred for use of other tenancies in the Building, or (b) increase the burden on existing cleaning services or elevators over the burden prior to such proposed subletting or assignment, or (c) be inconsistent with the Permitted Use. (6) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less that two (2) years before the Expiration Date; (7) No subletting shall be for less than one-half of the floor space of the entire Demised Premises; (8) Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and reasonable legal costs incurred in connection with the granting of any requested consent; (9) The form of the proposed sublease shall be deemed in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article; (10) In Landlord's reasonable judgment the proposed assignee or subtenant is engaged in a sublease. if any lien is filed against business, and the demised premises Demised Premises, or the building relevant part thereof, will be used in a manner, which (i) is in keeping with the then standards of the Building; (ii) is limited to a use which is for executive and general offices, and (iii) will not violate any negative covenant as to use contained in any other lease of space in the same form Building; (iv) will not materially increase the density of use by way of an increase in employees, customers and/or invitees such that the density of use is increased to a part level which is not in keeping with the then average density of the remaining tenants in the Building at that time; (11) The proposed assignee or subtenant shall not be: a government or any subdivision or agency thereof; medical offices; a school, college, university or educational institution of any type, whether for brokerage services claimed profit or non-profit; an employment or recruitment agency; a travel agency; or a messenger service. (12) Tenant shall have complied with the provisions of Section 11.03 and Landlord shall not have exercised its option to terminate under said Section 11.03 within the time permitted therefor. 11.05. Every subletting hereunder is subject to the express condition, and by accepting a sublease hereunder each subtenant shall be conclusively deemed to have been performed for agreed, that if this Lease should be terminated prior to the Expiration Date or if Landlord should succeed to Tenant's estate in the Demised Premises, whether then at Landlord's election the subtenant shall either surrender the Demised Premises to Landlord within sixty (60) days of Landlord's request therefor, or not actually performed, attorn to and recognize Landlord as the same subtenant's landlord under the sublease and the subtenant shall promptly execute and deliver any instrument Landlord may request to evidence such attornment. 11.06. Tenant shall furnish Landlord with a counterpart (which may be discharged by Tenant a reproduced copy) of each sublease or assignment made hereunder within ten (10) days thereafterafter the date of its execution. 11.07. Notwithstanding any assignment and assumption by the assignee of all or any part of the obligations of Tenant hereunder, at Tenant herein named, and each immediate or remote successor in interest of Tenant named herein, shall remain liable jointly and severally (as a primary obligor) with its assignee and all subsequent assignees for the performance of Tenant's expenseobligations hereunder, and, without limiting the generality of the foregoing, shall remain liable to Landlord for all acts and omissions on the part of any assignee subsequent to it in violation of any of the obligations of this Lease. 11.08. Notwithstanding anything to the contrary contained in this Lease, no assignment of Tenant's interest in this Lease shall be binding upon Landlord unless the assignee, and if the assignee is a partnership, the individual partners, shall execute and deliver to Landlord an agreement, in recordable form, whereby such assignee agrees unconditionally to be personally bound by and to perform all of the obligations of Tenant hereunder and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments and transfers. A failure or refusal of such assignee to execute or deliver such an agreement in recordable form shall not release the assignee from its liability for the obligations of Tenant hereunder assumed by acceptance of the assignment of this Lease. 11.09. If Tenant shall assign or sublet the Demised Premises to anyone for rents which for any period shall exceed the Base Rent and Additional Rent payable under this Lease for the same period, Tenant shall pay Landlord, as Additional Rent hereunder, (i) in the case of an assignment, the amount of all monies, if any, which assignee has agreed to and does pay to Tenant in consideration of making the assignment less, however all reasonable out-of-pocket costs actually incurred by Tenant in connection with the making of such assignment, including but not limited to any brokerage fees, legal fees and alteration costs, and (ii) in the case of a sublet, the amount of any rents, additional charges or other consideration payable under the sublease to Tenant by the sublessee which is in excess of the Base Rent and Additional Rent accruing during the term of the sublease allocable to that portion of the Demised Premises affected by the sublease pursuant to the terms hereof, plus the amounts, if any, payable by such sublessee to Tenant pursuant to any side agreement as consideration (partial or otherwise) for Tenant making such subletting, less, however, all reasonable out-of-pocket costs actually incurred by Tenant in connection with the making of the sublease such as brokerage fees, legal fees and alteration costs. The sums payable under this Section 11.09 shall be paid to Landlord as Additional Rent as and when payable by the subtenant to Tenant. 11.10. Any transfer, by filing the bond required by law, operation of law or otherwise, of Tenant's interest in this Lease (in whole or in part) or of a fifty (50%) percent or greater interest in Tenant (whether stock, partnership interest or otherwise) shall be deemed an assignment of this Lease within the meaning of this Article. If there has been a previous transfer of less than a fifty (50%) percent interest in Tenant, then any simultaneous or subsequent transfer of an interest in Tenant which, when added to the total percentage interest previously transferred, total a transfer of greater than a fifty (50%) percent interest in Tenant, shall be deemed an assignment of Tenant's interest in this Lease within the meaning of this Article. 11.11. Notwithstanding the provisions of Section 11.04 hereof, if Tenant is a corporation, Tenant shall have the right, without the consent of Landlord, to assign its interest in this Lease to a parent, subsidiary or affiliate of Tenant or any corporation which is a successor to Tenant either by merger or consolidation, or in connection with the transfer of all of the business and paying assets of the Tenant or a public offering of Tenant's stock provided that the successor shall have a tangible net worth, determined in accordance with generally accepted accounting standards, at least equal to the tangible net worth of Tenant at the time of the transaction. No such assignment shall be valid unless, within ten (10) days prior to the effective date thereof, Tenant shall deliver to Landlord (i) a duplicate original instrument of assignment in form and substance satisfactory to Landlord, duly executed by Tenant, (ii) an instrument in form and substance satisfactory to Landlord, duly executed by the assignee, in which such assignee shall assume observance and performance of and to be personally bound by, all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. 11.12. In the event that (i) Landlord fails to exercise any other necessary sumsof its options under this Article and (ii) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within forty-five (45) days after the giving of such consent, then, Tenant shall again comply with all of the provisions and Tenant agrees to indemnify Landlord and conditions of this Article before assigning its agents and hold them harmless from and against any and all claims, losses interest in this Lease or liability resulting from such lien for brokerage services renderedsubletting the Demised Premises.

Assignment and Subletting. 9.1 Tenant shall have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant. In the event Tenant desires to sublet, for itselfor permit such occupancy of, its heirsthe Premises, distributeesor any portion thereof, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber assign this Lease, nor underletTenant shall give written notice thereof to Landlord at least thirty (30) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or suffer assignee and the relevant terms of any sublease or permit assignment. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the demised premises payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the Premises or any part thereof of them are then assigned or sublet, Landlord, in addition to be used or occupied by others, without the prior written consent of Landlord any other remedies provided in each instance. If this Lease be assignedor provided by law, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant under this Lease, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant novation or occupant as tenant, or a release of Tenant from the further performance of Tenant’s obligations under this Lease. 9.3 In the event that Tenant sells, sublets, assigns or transfers this Lease to any Non-Affiliate (as hereinafter defined), Tenant shall pay to Landlord as additional rent an amount equal to fifty percent (50%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i) all rent and other consideration which Tenant receives by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time after deducting all of covenants on Tenant's reasonable costs directly related to such sublease or assignment and the part marketing thereof including, without limitation, brokerage commissions, reasonable legal fees, TI Work or allowances, free rent, and other such concessions, costs and expenses. For purposes of the foregoing, any consideration received by Tenant herein contained. The consent in form other than cash shall be valued at its fair market value as determined by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedgood faith.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not voluntarily, involuntarily, or by operation of law, assign, transfer, mortgage or otherwise encumber (herein collectively referred to as an "assignment") this LeaseLease or any interest of Tenant herein, in whole or in part, nor underletsublet the whole or any part of the Demised Premises, or suffer or nor permit the demised premises Demised Premises or any part thereof to be used or occupied by others, without first obtaining in each and every instance the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall have the right without the consent of Landlord in each instanceto assign this lease to a lending institution of equal or better asset size. If this Lease or any interest of Tenant herein be assigned, assigned or if the demised premises whole or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant Demised Premises be sublet or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant, and Tenant shall not be released therefrom in each instance. A modificationany manner, amendment excepting only an assignment to a lending institution as described above whereupon following such assignment by Tenant and the assumption of this Lease by the said lending institution, Tenant shall be released from its liabilities under this Lease. (b) If at any time during the term of this Lease any part or extension all of the corporate shares of Tenant, or of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building parent corporation of which the same form Tenant is a part for brokerage services claimed to have been performed for Tenantdirect or indirect subsidiary, whether or not actually performed, the same shall be discharged transferred by sale, assignment, bequest, inheritance, operation of law or other disposition so as to result in a change in the present affective voting control of Tenant within ten (10) days thereafteror of such parent corporation by the person or persons owning or controlling a majority of the shares of Tenant or of such parent corporation on the date of this Lease, at Tenant's expense, by filing the bond required by law, or otherwiseTenant shall promptly notify Landlord in writing of such change, and paying any other necessary sumssuch change in voting control shall constitute an assignment of this Lease for all purposes of this Section; provided, and however, that this provision shall not apply in the event that over fifty (50%) percent of the voting power of the Tenant agrees corporation or of such parent corporation is held by fifty (50) or more unrelated shareholders or distributors to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderednumber of unrelated shareholders in a public distribution of securities.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage mortgage, pledge, hypothecate or encumber this Lease, Lease nor underletthe leasehold estate hereby created or any interest herein or sublet the Demised Premises or any portion thereof, or suffer or permit license the demised premises use of all or any part thereof to be used or occupied by others, portion of the Demised Premises without the prior written consent of the Landlord which consent shall not be withheld: (i) for any sublease, so long as Tenant has not subleased in the aggregate over one-third of the Demised Premises giving effect to such sublease; and (ii) for an assignment, if the proposed assignment is being made to an assignee of good repute with equal or superior credit-worthiness to that of Landlord, and such assignee will only utilize the Demised Premises as an inpatient rehabilitation hospital. Neither the consent by Landlord to any assignment or subletting, nor the act of any such assignment or subletting, shall constitute a waiver of the necessity for such consent to any subsequent assignment subletting, nor shall it constitute a release of any obligations of Tenant under this Lease. Tenant shall pay all costs, expenses and reasonable attorney’s fees that may be incurred or paid by Landlord in each instanceprocessing, documenting, or administering any request of Tenant for Landlord’s consent required pursuant to this Section. If this Lease be assigned, or if the demised premises Demised Premises or any part thereof be underlet sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.,

Assignment and Subletting. Tenant(a) Except as otherwise provided in this ▇▇▇▇▇▇▇▇▇ ▇▇, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it ▇▇▇▇▇▇ shall not assign, mortgage or encumber assign this Lease, nor underletor any interest, voluntarily or involuntarily, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Lessee excepted) to occupy or permit use the demised premises Premises, or any part thereof to be used or occupied by othersportion thereof, without the prior written consent of Landlord Lessor in each instance. If instance pursuant to the terms and conditions set forth below, which consent shall not be unreasonably withheld conditioned or delayed, subject to the following provisions; provided, however, Lessee shall not assign this Lease be assignedLease, or if any interest, voluntarily or involuntarily, and shall not sublet the demised premises Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any portion thereof, if Lessee shall be underlet in default under this Lease following expiration of any applicable notice and cure period. (b) Prior to any assignment or occupied by anybody sublease which Lessee desires to make, other than Tenanta Permitted Transfer (as defined in Paragraph 17(f) below), Landlord Lessee shall provide to Lessor the name and address of the proposed assignee or sublessee, and true and complete copies of all documents relating to Lessee’s prospective agreement to assign or sublease, a copy of a current financial statement for such proposed assignee or sublessee, and any other relevant information requested by Lessor within five (5) days after receipt of notice of the proposed assignment or sublease and Lessee shall specify all consideration to be received by Lessee for such assignment or sublease in the form of lump sum payments, installments of rent, or otherwise. For purposes of this Paragraph 17, the term “consideration” shall include all money or other consideration to be received by Lessee for such assignment or sublease. Within ten (10) days after the receipt of such documentation and other information, Lessor (1) shall notify Lessee in writing that Lessor elects to consent to the proposed assignment or sublease subject to the terms and conditions hereinafter set forth; (2) shall notify Lessee in writing that Lessor refuses such consent, specifying reasonable grounds for such refusal; or (3) except with respect to a Permitted Transferee, if at the time Lessee requests that Lessor consent to an assignment or sublease Lessee has vacated the Premises and is not conducting on-going operations in the Building, Lessor may notify Lessee that Lessor elects to terminate this Lease, provided that with respect to a proposed sublease of a portion of the Premises Lessor’s termination right shall apply only to the proposed sublease space, and specifying the effective date of termination which shall be the same as the commencement date of the proposed sublease. If Lessor elects to terminate this Lease pursuant to the foregoing provision, upon the effective date of termination (unless prior to such date Lessee withdraws its request for consent in writing, in which case no termination shall occur), Lessor and Lessee shall each be released and discharged from any liability or obligation to the other under this Lease accruing thereafter with respect to the Premises or the portion thereof to which the termination applies, except for any obligations then outstanding and except for any indemnity obligations which survive the expiration or termination of this Lease by the express terms hereof, and Lessee agrees that Lessor may enter into a direct lease with such proposed assignee or sublessee without any obligation or liability to Lessee. In deciding whether to consent to any proposed assignment or sublease, Lessor may take into account whether reasonable conditions have been satisfied, including, but not limited to, the following: (1) In Lessor’s reasonable judgment, the proposed assignee or subtenant is engaged in such a business, that the Premises, or the relevant part thereof, will be used in such a manner which complies with Paragraph 8 hereof entitled “Use” and Lessee or the proposed assignee or sublessee submits to Lessor documentary evidence reasonably satisfactory to Lessor that such proposed use constitutes a permitted use of the Premises pursuant to the ordinances and regulations of the City of Menlo Park; (2) The proposed assignee or subtenant is a reputable entity or individual with sufficient financial net worth so as to reasonably indicate that it will be able to meet its obligations under this Lease or the sublease in a timely manner; (3) If at the time of the proposed transfer, Lessor has substantially similar space available for rent in the Menlo Business Park, the proposed assignee or subtenant is not a tenant of the Building or any other building in the Menlo Business Park; and (4) The proposed assignment or sublease is approved by Lessor’s mortgage lender if such lender has the right to approve or disapprove proposed assignments or subleases. Lessor shall use its good faith efforts to obtain such approval from its lender within ten (10) days after receipt by Lessor of Lessee’s written request for consent and the documentation and information referred to in the first sentence of Paragraph 17(b) above. (c) As a condition to Lessor’s granting its consent to any assignment or sublease, except with respect to any Permitted Transferees, (1) Lessor may require that Lessee pay to Lessor, as and when received by Lessee, fifty percent (50%) of the amount of any excess of the consideration to be received by Lessee in connection with said assignment or sublease over and above the Monthly Base Rent and Additional Rent fixed by this Lease and payable by Lessee to Lessor, after deducting only (A) a standard leasing commission payable by Lessee in consummating such assignment or sublease, (B) the cost of reasonable tenant improvements performed specifically for the sublease and required to be made to the Premises to effectuate the sublease, provided that such improvements are performed in compliance with Paragraph 14(d) of this Lease, and (C) reasonable attorneys’ fees incurred by Lessor in negotiating and reviewing the assignment or sublease documentation; and (2) Lessee and the proposed assignee or sublessee shall demonstrate to Lessor’s reasonable satisfaction that each of the criteria referred to in subparagraph (b) above is satisfied. (d) Each assignment or sublease agreement to which Lessor has consented shall be an instrument in writing in form satisfactory to Lessor, and shall be executed by both Lessee and the assignee or sublessee, as the case may be. Each such assignment or sublease agreement shall recite that it is and shall be subject and subordinate to the provisions of this Lease, that the assignee or sublessee accepts such assignment or sublease, that Lessor’s consent thereto shall not constitute a consent to any subsequent assignment or subletting by Lessee or the assignee or sublessee, and, except as otherwise set forth in a sublease approved by Lessor, agrees to perform all of the obligations of Lessee hereunder (to the extent such obligations relate to the portion of the Premises assigned or subleased), and that the termination of this Lease shall, at Lessor’s sole election, constitute a termination of every such assignment or sublease. (e) In the event Lessor shall consent to an assignment or sublease, Lessee shall nonetheless remain primarily liable for all obligations and liabilities of Lessee under this Lease, including but not limited to the payment of rent. (f) Notwithstanding the foregoing, Lessee may, after without Lessor’s prior written consent and without any participation by Lessor in assignment and subletting proceeds, but with prior notice and documentation, as required pursuant to this Paragraph 17(f) provided to Lessor (unless applicable law prohibits prior disclosure in which case Lessee shall give written notice and documentation to Lessor as soon as such applicable law permits), sublet a portion or the entire Premises or assign this Lease to (i) a subsidiary, affiliate, division or corporation controlled or under common control with Lessee (“affiliate”); (ii) to a successor corporation related to Lessee by merger, consolidation or reorganization; or (iii) to a purchaser of substantially all of Lessee’s business operations conducted on the Premises (each such transaction referred to herein as a “Permitted Transfer” and each of the foregoing transferees referred to herein as a “Permitted Transferee”), provided that any such Permitted Transferee shall have a current verifiable net worth prior to the transfer at least equal to that of Lessee on the Commencement Date of this Lease, or, if less, financial resources sufficient, in Lessor’s reasonable good faith judgment, to perform the obligations under the assignment or sublease, as applicable. Lessee’s foregoing rights in this Paragraph 17(f) to assign this Lease or to sublease all or a portion of the entire Premises shall be subject to the following conditions: (1) Lessee shall not be in default hereunder past any applicable notice and cure period; (2) in the case of an assignment or subletting to an affiliate, Lessee shall remain liable to Lessor hereunder if Lessee is a surviving entity; (3) the transferee or successor entity shall expressly assume in writing all of Lessee’s obligations hereunder; and (4) Lessee shall provide Lessor with prior notice of such proposed transfer and deliver to Lessor all documents reasonably requested by TenantLessor relating to such transfer (subject to the limitation set forth in the fourth line of this section), including but not limited to documentation sufficient to establish such proposed transferee’s current verifiable net worth prior to the transfer at least equal to that of Lessee on the Commencement Date of this Lease, or, if less, financial resources sufficient, in Lessor’s reasonable good faith judgment, to perform the obligations under the assignment or sublease, as applicable. (g) Neither the sale nor transfer of Lessee’s capital stock shall be deemed an assignment, subletting, or other transfer of this Lease or the Premises, provided, that in the event of the sale, transfer or issuance of Lessee’s securities to an affiliate or in connection with a transaction described in Paragraph 17(f), the conditions set forth in Paragraph 17(f) shall apply. (h) Subject to the provisions of this Paragraph 17 any assignment or sublease (if such consent is required hereunder) without Lessor’s prior written consent shall at Lessor’s election be void. The consent by Lessor to any assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 17, including the requirement of Lessor’s prior written consent, with respect to any subsequent assignment or sublease. If Lessee shall purport to assign this Lease, or sublease all or any portion of the Premises, or permit any person or persons other than Lessee to occupy the Premises, without Lessor’s prior written consent (if such consent is required hereunder), Lessor may collect rent from the assignee, undertenant person or occupant, persons then or thereafter occupying the Premises and apply the net amount collected to the rent herein reservedreserved herein, but no assignment, underletting, occupancy or such collection shall be deemed a waiver of the provisions hereofLessor’s rights and remedies under this Paragraph 17, or the acceptance of the any such purported assignee, undertenant sublessee, or occupant as tenantoccupant, or a release of Tenant Lessee from the further performance by Tenant Lessee of covenants on the part of Tenant Lessee herein contained. The consent by Landlord to an assignment or underletting . (i) Lessee shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign hypothecate or encumber its sublease interest under this Lease or further sublet any rights of Lessee hereunder, or enter into any license or concession agreement respecting all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by othersPremises, without Landlord's Lessor’s prior written consent which consent Lessor may grant or withhold in each instanceLessor’s absolute discretion without any liability to Lessee. A modificationLessee’s granting of any such encumbrance, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by lawlicense, or otherwiseconcession agreement shall constitute an assignment for purposes of this Paragraph 17. (j) In the event of any sale or exchange of the Premises by Lessor and assignment of this Lease by Lessor, Lessor shall, upon providing Lessee with written confirmation that the assignee has assumed all obligations of Lessor under this Lease and paying Lessor has delivered any other necessary sumsSecurity Deposit held by Lessor to Lessor’s successor in interest, be and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against hereby is entirely relieved of all liability under any and all claimsof Lessor’s covenants and obligations contained in or derived from this Lease with respect to the period commencing with the consummation of the sale or exchange and assignment. (k) Lessee hereby acknowledges that the foregoing terms and conditions are reasonable and, losses therefore, that Lessor has the remedy described in California Civil Code Section 1951.4 (Lessor may continue the Lease in effect after Lessee’s breach and abandonment and recover rent as it becomes due, if Lessee has the right to sublet or liability resulting from such lien for brokerage services renderedassign, subject only to reasonable limitations).

Assignment and Subletting. 9.1 Except as otherwise provided in this Article 9, Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assignmake, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises such assignment, subleasing or any part thereof to be used or occupied by others, occupancy without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least thirty (30) days but no more than one hundred eighty (180) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other or relevant financial information of the proposed subtenant or assignee, to the extent disclosure of such financial reports or other information is not prohibited by the terms of such proposed sublease or assignment. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Annual Rent and Additional Rent specified in each instance. If this Lease be assignedand for compliance with all of its other obligations under the terms, or provisions and covenants of this Lease. Upon the occurrence of an Event of Default (hereinafter defined), if the demised premises Premises or any part thereof be underlet of them are then assigned or occupied sublet, Landlord, in addition to any other remedies provided in this Lease or provided by anybody other than Tenantlaw, Landlord may, after default by Tenantat its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from the assignee, undertenant or occupantTenant under this Lease, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant novation or occupant as tenant, or a release of Tenant from the further performance of Tenant's obligations under this Lease. 9.3 In addition to Landlord's right to approve of any subtenant or assignee as provided in Section 9.1 above, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within sixty (60) days following Landlord's receipt of covenants Tenant's written notice as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section 9.3, the Term of this Lease shall end on the date stated in Tenant's notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section 9.3 only a portion of the Premises, the Annual Rent and the Additional Rent to be paid from time to time during the Term shall ▇▇▇▇▇ proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge in full any outstanding commission obligation on the part of Tenant herein contained. The consent by Landlord with respect to an this Lease, and any commissions which may be due and owing as a result of any proposed assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenantsubletting, whether or not actually performedthe Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant. 9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease except as provided in Section 9.7 hereof, Tenant shall pay to Landlord as Additional Rent an amount equal to fifty percent (50%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in this Section 9.4, "Increased Rent" shall mean the same excess of the sum of (x) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (y) the Annual Rent and Additional Rent otherwise payable by Tenant under this Lease at such time, less (z) all reasonable costs incurred by Tenant to obtain such sublease or assignment. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be discharged valued at its fair market value as determined by Tenant within ten (10) days thereafterLandlord in good faith, at Tenant's expense, by filing the bond required unless prohibited by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 23.1 Tenant shall not assign, mortgage transfer or encumber assign this Lease, nor underletor any interest therein, and shall not sublet or suffer allow any other person to occupy or permit use of the demised premises Premises or any part thereof thereof, or any right or privilege appurtenant thereto, including spaces in the Automobile Parking Area, without Landlord's prior written consent which will not be unreasonably withheld. Consent by Landlord to one assignment, subletting, occupation or use by another person shall not be deemed to be used a consent to any subsequent assignment, subletting, occupation or occupied use by othersanother person. Neither this Lease nor any interest therein shall be assignable, as to the interest of Tenant, by operation of law, without prior written consent of Landlord. Any attempted transfer, assignment or subletting without the prior written consent of Landlord shall be void at Landlord's option and shall constitute a default under this Lease. AII sums and consideration received by Tenant from its subtenants or assignees in each instanceexcess of the Minimum Monthly Rental rent payable to Landlord under this Lease shall be paid to Landlord. If this Lease be assignedTenant is a corporation, an unincorporated association, a partnership, or if a limited liability company, unless listed an a national stock exchange, the demised premises transfer, assignment or hypothecation of any part thereof be underlet stock or occupied by anybody other than Tenantinterest in such corporation, Landlord mayassociation, after default by Tenantpartnership, collect rent from or limited liability company in the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection aggregate in excess of fifty percent t50%) shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet spacethis Lease. 23.2 If Tenant, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without with Landlord's prior written consent in each instance. A modificationapproval, amendment assigns this Lease or extension of a sublease sublets the Premises, and the assignee or sublessee maintains the liability insurance coverage required by Section 19.3, Tenant shall be deemed a subleaserelieved of such obligation but no other obligation under this Lease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify pay Landlord reasonable legal fees incurred in connection with the processing of any documents necessary to give consent. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting or pursuing any remedies against said assignee or successor. 23.3 The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and its agents and hold them harmless from and against shall, at the option of Landlord, terminate all or any and existing subleases or subtenancies, or may, at the option of Landlord, operate as an assignment to Landlord of any or all claims, losses such subleases or liability resulting from such lien for brokerage services renderedsubtenancies.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 4.1. The tenant shall not assignmortgage, mortgage pledge or encumber this Lease, nor underlet. 4.2. The Tenant shall not assign this Lease, or suffer sublet or underlet any or all of the Premises, or permit any other person or entity to occupy any or all of the demised premises or any part thereof to be used or occupied by othersPremises, without on each occasion first obtaining the prior Landlord's written consent of Landlord in each instance. If this Lease thereto which consent shall not be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reservedunreasonably withheld, but no assignmentmay be conditioned, underlettinginter alia, occupancy upon the entry by the parties involved into appropriate instruments by which they ratify and confirm this Lease. For purposes of the foregoing provisions of this Subsection, a transfer, by any person or collection persons controlling the Tenant on the date hereof, of such control to a person or persons not controlling the Tenant on the date hereof shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to be an assignment of this Lease. No such action taken with or underletting without the Landlord's consent shall not in any way be construed to relieve or release the Tenant from obtaining liability for the express consent in writing timely performance of all the Tenant's obligations hereunder. The Landlord shall be entitled to receive and retain, and the Tenant shall promptly remit to the Landlord, any further assignment profit which may inure to the Tenant's benefit as a result of any such assignment, subletting or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performedconsented to by the Landlord. 4.3. Anything contained in the foregoing provisions of this Section to the contrary notwithstanding, neither the same shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying nor any other necessary sumsperson having an interest in the possession, and Tenant agrees to indemnify Landlord and its agents and hold them harmless use, occupancy or utilization of the Premises or any other portion of the Property shall enter into any lease, sublease, license, concession or other agreement for the use, occupancy or utilization of space in the Premises or any other portion of the Property which provides for any rental or other payment for such use, occupancy or utilization based in whole or in part upon the net income or profits derived by any person from and against the space in the Premises or other portion of the Property so leased, used, occupied or utilized (other than any and all claims, losses amount based on a fixed percentage or liability resulting from such lien for brokerage services renderedpercentages of receipts or sales.)