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. 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 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 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. 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. 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. 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 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 twenty (20) 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 (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. 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 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. 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(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 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. 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. 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, 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 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 and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Notwithstanding any assignment or subletting, permitted or otherwise, so long as the Guaranty (as defined in the Reference Pages) shall be assignedin full force and effect, or Guarantor (as defined in the Reference Pages) shall remain directly, primarily and fully responsible and liable for its obligations under the Guaranty. 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. Without limiting the part of Tenant herein contained. The consent by Landlord to an foregoing, no 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 subletting 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, permitted or otherwise, and paying shall relieve Guarantor of 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 renderedunder the Guaranty.

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 (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. 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. 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. 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, 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. 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 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 sixty (60) 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 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 containedany 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 giving Tenant written notice given by Landlord to an Tenant within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required above. However, if Tenant notifies Landlord, within five (5) days after receipt of Landlord’s termination notice, that Tenant is rescinding its proposed assignment or underletting sublease, the termination notice shall not be void and the Lease shall continue in full force and effect. 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 way outstanding commission obligation which may be construed to relieve Tenant from obtaining the express consent in writing due and owing as a result of Landlord to any further proposed 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 one hundred percent (100%) of any Increased Rent (as defined below), less the Costs Component (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 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 valued at its fair market value as determined by Landlord in good faith. The “Costs Component” is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the entire period for which Tenant is to receive Increased Rent, the same shall be discharged reasonable costs incurred by Tenant within ten (10) days thereafterfor leasing commissions and tenant improvements in connection with such sublease, at Tenant's expense, by filing the bond required by law, assignment 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 renderedtransfer.

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 (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, 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. 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 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. 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. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assigndirectly or indirectly, mortgage sell, assign or encumber transfer this Lease, nor underletin whole or in part, or suffer sublet the Premises or any part thereof, or permit the demised premises Premises or any part thereof to be used or occupied by othersany person, corporation, partnership, or other entity except Tenant or Tenant's employees, without the prior written consent of Landlord in each instance; provided, however, Tenant may assign this lease to an affiliate controlled by, controlling or under common control with, Tenant. If In addition, any such subletting or assignment transaction shall be in all respects in compliance with the applicable provisions of the Medicare Anti-Kickback Law, 42 USC 1320a-7(b)(1) and (2) and the ▇▇▇▇▇ Self-Referral Prohibition Act. 42 USC 1395nn et. seq., as the same may be modified, supplemented or replaced from time to time, and all regulations promulgated thereunder from time to time. Any sale, assignment, mortgage, transfer or subletting 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 Premises which is not in compliance with the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection provisions of this Section 10 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 an any assignment or underletting subletting shall not in any way be construed to relieve as relieving Tenant from obtaining the express prior written consent in writing of Landlord to any further assignment or underletting. In no event shall subletting or as releasing Tenant from any permitted sublessee assign liability 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 Tenantobligation hereunder, whether or not actually performedthen accrued. Should Landlord permit any assignment or subletting by Tenant and should the moneys received as a result of such assignment or subletting (when compared to the moneys still payable by Tenant to Landlord) be greater than would have been received hereunder had not Landlord permitted such assignment or subletting, then the excess shall be payable by Tenant to Landlord, it being the parties' intention that Landlord, and not Tenant, shall be the party to receive any profit from any assignment or subletting. In the event of any assignment or subletting approved by Landlord, the same assignee or sublessee shall assume all of Tenant's obligations under this Lease and shall be discharged by bound to comply with all the terms and provisions of this Lease and Tenant within and such assignee or sublessee shall be jointly and severally liable for the performance of Tenant's covenants under this Lease. Notwithstanding any provisions herein to the contrary, Landlord may terminate this Lease upon ten (10) days thereafterprior written notice to Tenant in the event that a "Precluded Transferee" acquires (i) an equitable or beneficial interest in an equity or ownership interest in Tenant, or (ii) acquires a use, license, sublease, lease or other possessory interest in the Premises. For purposes hereof, "Precluded Transferee" shall mean and include: any person, entity, or individual that (i) owns or owns an interest in an acute care hospital or a rehabilitation hospital located within one hundred (100) miles of the Premises, or (ii) is engaged in the operation of a health maintenance organization, physician practice management group, or any other health care business the principal operations of which are, at Tenant's expensethe time in question, by filing competitive with the bond required by lawoperations of Landlord, or otherwisethe owner of Landlord, HCA Inc., and/or any affiliate of any the foregoing entities, and paying (b) any person or entity that is affiliated with any person or other necessary sumsentity described in clause (a), 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 renderedabove.

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 if the demised premises proposed transferee, whether or not an occupant of the Building, is in discussions with Landlord regarding the leasing of space within the Building. If the entity(ies) which directly or indirectly controls the voting shares/rights of Tenant (other than through the ownership of voting securities listed on a recognized securities exchange) changes at any time, such change of ownership or control shall constitute a Transfer. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any part thereof be underlet similar or occupied by anybody other than Tenantsuccessor Laws, Landlord may, after default by Tenant, collect rent from the assignee, undertenant now or occupanthereafter in effect, and apply the net amount collected all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the rent herein reservedextent permitted under all applicable Laws, but no assignmenton behalf of the proposed transferee. Any Transfer in violation of this Section shall, underlettingat Landlord’s option, 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 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, 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 20% of the Rentable Square Footage of the Premises for more than 50% of the remaining Term (excluding unexercised options), recapture the portion of the Premises that Tenant is proposing to Transfer. 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 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, including brokerage fees, legal fees, construction costs, and Landlord’s review fee. 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 in notice at least 15 Business Days before such Transfer; and (c) if such Transfer will result from a merger or consolidation of Tenant with another entity, then 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 Transfer, the financial strength of the entity with which Tenant is filed against the demised premises to merge or the building consolidate is not less than that of which the same form a part for brokerage services claimed to have been performed for 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 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(a) Tenant shall not, for itselfvoluntarily, its heirsinvoluntarily, distributeesor by operation of law, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage sublease, transfer, mortgage, pledge or encumber this Lease or any interest therein except with Landlord’s prior written consent. Landlord’s consent to any assignment or sublease shall not be unreasonably withheld but shall not relieve Tenant of any liability under this Lease. Any attempted assignment, nor underletsublease, transfer or encumbrance of this Lease by Tenant in violation of the terms and covenants of this Section shall be void ab initio. Any consent by Landlord shall not be considered to be a consent to any other or further proposed assignment, sublease, transfer or encumbrance. If Tenant or Guarantor, if any, is a corporation, trust, limited liability company, partnership or entity, the conveyance, assignment, transfer or alienation of 51% or more of the corporate stock, membership interests, partnership interests or beneficial interest, as the case may be, or suffer the change in management or permit the demised premises controlling interest in Tenant 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 Guarantor shall be deemed an assignment for purposes of this Section unless such entity is a waiver reporting Company under the Securities Exchange Act of the provisions hereof1934. Tenant shall reimburse Landlord’s actual attorneys’ fees and expenses incurred in connection with Tenant’s assignment, the acceptance of the assigneesubletting, undertenant or occupant as tenanttransfer, or a release encumbrance of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. this Lease or any interest therein. (b) The Parties agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent by Landlord to an assignment or underletting sublease, it shall not be reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in any way be construed to relieve Tenant from obtaining the express consent in writing Building, or create an increased probability of the comfort and/or safety of Landlord to any further assignment and other tenants in the Building being compromised or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet spacereduced, 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 (10ii) 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.the

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 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 to relieve Tenant or any guarantor of this Lease or guarantor of the obligations of Tenant hereunder of any of its or their obligations hereunder nor be deemed a waiver of the provisions hereofthis 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 any 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 specifically permitted by the terms of 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 the 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 least 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 shall not unreasonably withhold or delay or condition its sublet spaceconsent to any proposed assignment of this Lease, or otherwise suffer or permit the sublet space subletting of all or any part thereof portion(s) of Demised Premises. Any assignment or transfer of this Lease and any subletting of all or a portion of the Demised Premises shall be subject to be used or occupied by others, without Landlord's prior written consent and subject to the terms of all of the sections of this Article 11 and shall be made only if, and shall not be effective until, the assignee or subtenant shall execute, acknowledge and deliver to Landlord a recordable agreement, in form and substance satisfactory to Landlord and counsel for Landlord, whereby the assignee or subtenant 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 observed, and whereby Tenant (and any guarantor of this Lease or of the Tenant's obligations hereunder) 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. 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 and any guarantor of this Lease or any guarantor of the obligations of Tenant under this Lease as a primary obligor shall be unaffected and shall remain in full force and effect. Section 11.03. In the event that Tenant desires to assign this Lease or sublet all or a portion of the Demised Premises, Tenant shall first notify Landlord in writing of its intention, and such notice shall include the information described in the last sentence of Section 11.04 hereof and 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 any change in use shall be subject to Landlord's consent, which Tenant agrees may, notwithstanding anything contained herein to the 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). In addition, Tenant shall simultaneously tender a duplicate original of the instrument of assignment or sublease and a termination and surrender agreement in proper form, reasonably satisfactory to counsel for Landlord ("Surrender Agreement") executed in and on behalf of Tenant. Thereafter, Landlord shall have sixty (60) days in which to decide whether to accept a surrender of the Demised Premises or to respond to the notification above, it being understood that during such sixty (60) day period Landlord shall have the right to negotiate with such assignee and/or subtenant, without Landlord incurring any obligation whatsoever to Tenant, for all or a portion of the Demised Premises or such other or greater or lesser area of the Center as Landlord shall determine in its sole discretion. In the event that Landlord shall accept the Surrender Agreement, Landlord shall execute the Surrender Agreement and this Lease shall terminate as of the sixtieth day following the day that Landlord received Tenant's notification ("Surrender Date"), with the same force and effect as if such date were the Expiration Date. Upon the termination of this Lease pursuant hereto, Tenant shall pay all annual minimum rent and additional rent on a pro rata basis for each instanceday prior to the Surrender Date. A modificationIn the event that any item of additional rent cannot be calculated as of the Surrender Date, amendment Tenant hereby covenants to pay its pro rata share promptly upon being billed therefor and this obligation shall survive the Surrender Date. Section 11.04. Tenant hereby covenants and agrees to tender to Landlord upon receipt fifty (50%) percent of any annual minimum rent or extension 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 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 certify to have been performed for Tenant, 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 amounts and time of payment thereof in reasonable detail. Section 11.05. 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 discharged by delivered to Landlord prior to the effective date of such assignment or sublease, and (ii) Tenant within ten shall remain primarily liable under all terms and conditions of this Lease (10) days thereafter, at unless Tenant's expense, by filing the bond required by law, corporate existence ends as a matter of law pursuant to such consolidation 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 renderedmerger).

Assignment and Subletting. TenantUnless Tenant shall have first procured Landlord's written consent, 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 Tenant shall not (A) assign or encumber convey this Lease, nor underlet, Lease or suffer any interest under it; (B) allow any transfer hereof or any lien upon Tenant's interest by operation of law; (C) sublet the Premises or any part thereof; or (D) permit the demised premises use or occupancy of the 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, 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 any transfer, assignment or subletting shall not constitute a waiver of the necessity of Landlord's consent to any subsequent attempted transfer, assignment or subletting. Tenant shall pay to Landlord as additional Rent, immediately upon receipt thereof, after deducting therefrom Tenant's reasonable costs and expenses incurred in connection with such subletting or assignment, a sum equal to fifty percent (50%) of any rent or other consideration paid to Tenant by any subtenant or assignee in excess of the sum of Base Rent plus Additional Rent then payable to Landlord pursuant to the provisions of this Lease, plus any other profit or gain realized by Tenant from such subleasing or assignment. Tenant shall pay Landlord's reasonable costs and expenses, including attorney's fees, incurred in connection with the processing of any request for Landlord's consent to an assignment or underletting shall not subletting. Notwithstanding anything to the contrary in any way be construed to relieve this Section 9, the original named Tenant from obtaining hereunder may, so long as said original named Tenant remains primarily liable hereunder, assign this Lease or sublet 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 of its sublet spacethereof, or otherwise suffer or permit the sublet space or any part thereof upon prior notice to be used or occupied by othersLandlord, 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.but

Assignment and Subletting. 20.1 Neither this Lease nor any part hereof, nor the interest of Tenant thereunder, shall, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered, sublet or otherwise transferred by Tenant, for itselfTenant's legal representatives or successors in interest, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, neither the Premises nor underlet, or suffer or permit the demised premises or any part thereof shall be encumbered in any manner by reason of any act or omission on the part of Tenant, or anyone claiming under or through Tenant, or shall be sublet or be used, occupied or utilized for desk space or for mailing privileges by anyone other than Tenant or a Related Entity (or, solely with respect to be used utilization for desk space or occupied mailing privileges, by othersany persons or entities with which Tenant has an on-going business relationship), without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed, except as expressly otherwise provided in this Article. (a) Tenant's right at any time during the Term to sublet all or any part of the Premises (or to subsublet all or any part of the 25th Floor Premises at any time before the Lease Commencement Date together with a sublease of the same portion of the 25th Floor Premises that is intended as a continuation after the Lease Commencement Date of the proposed subsubletting before the Lease Commencement Date) shall be subject to the following conditions: (i) The nature of the proposed subtenant's business and its reputation is in keeping with the character of the Building as a Class A office building and its tenancies and such subtenant shall not be a governmental agency or charitable organization or a corporation or other organization whose operations are or would be subject to ISRA; (ii) The purposes for which the proposed subtenant intends to use the applicable portion of the Premises are uses expressly permitted by this Lease; (iii) Any such subletting will result in there being no more than three (3) occupants (including Tenant and its Related Entities, which collectively shall count as one (1) occupant, and all subtenants) of the Premises; (iv) The proposed sublease shall prohibit any assignment or further subletting, except in compliance with this Section 20.2; (v) No Event of Default shall have occurred and be continuing hereunder; (vi) The proposed subtenant shall not then be a tenant in the Building or a person which has submitted to Landlord, or to which Landlord has submitted, a bona fide written proposal for the rental of comparable space in the Building (meaning space equivalent in size and location to the proposed sublease space) at any time within a period of three (3) months prior to the date Landlord's consent was sought for subleasing to such tenant or person; (vii) No subletting shall be for a term ending later than one (1) day prior to the expiration of the Term; (viii) 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; (ix) Each sublease shall provide that, if by reason of a default on the part of Tenant under this Lease, this Lease or the leasehold estate created hereunder is terminated, then such subtenant shall, at the option of Landlord, which shall be exercised in the sole and absolute discretion of the Landlord, attorn to Landlord on the terms and conditions set forth in the sublease, and will recognize Landlord as such subtenant's Landlord under such sublease, provided that Landlord accepts such attornment, having no obligation to do so; (x) Tenant shall have the right to advertise the availability of space for subleasing, provided however that Tenant does not publish in any such advertisement an asking rental for sublease space which is in excess of ten percent (10%) below the Base Rent which Tenant is then paying Landlord. Nothing in this paragraph shall prevent Tenant from entering into a sublease for a rent which is in excess of ten percent (10%) below the Base Rent which Tenant is then paying under this Lease; and (xi) Tenant shall give Landlord a Notice containing: (a) the material terms of the proposed sublease, (b) information relevant to subparagraphs (i) and (ii) above, and (c) a certification that the remaining requirements of this Section 20.2(a) have been or will be met. (b) Landlord shall, within twenty (20) days after receiving the information under Subsection 20.2(a)(xi), give Notice to Tenant specifying Landlord's consent or withholding of consent to the proposed sublease (which consent shall not be unreasonably withheld, conditioned or delayed more than twenty (20) days after receiving the information under Subsection 20.2(a)(xi)). If Landlord withholds consent, Landlord shall specify the reasons for the withholding of such consent. If Landlord does not give Notice as described above within the aforesaid twenty (20) day period, then Tenant may sublease part or all of the Premises upon the terms Tenant gave in the information under Section 20.2(a)(xi). Tenant shall within five (5) days after execution thereof, deliver to Landlord an executed copy of such sublease, duly executed by Tenant and by the sublessee. (a) Notwithstanding anything contained in this Article 20, in the event that at any time during the Term (or at any time before the Lease Commencement Date that is during the term of the Sublease) Tenant desires to assign its entire interest in this Lease (with its entire interest in the Premises under the Sublease in case of a proposed assignment before the Lease Commencement Date), Tenant: (i) shall submit to Landlord a Notice setting forth the name and address of the proposed assignee and a detailed description of such person's business and financial references (including its most recent balance sheet and income statements certified by its chief financial officer or a certified public accountant), and any other information reasonably requested by Landlord; and (ii) shall submit to Landlord (a) the material terms of the proposed assignment and (b) an agreement by Tenant to indemnify Landlord against liability resulting from any claims that in connection with the proposed assignment may be made against Landlord by any brokers or other persons claiming a commission or similar compensation arising out of the assignment of this Lease. (b) Tenant may at any time during the Term (or at any time before the Lease Commencement Date that is during the term of the Sublease) assign its entire interest in this Lease (with its entire interest in the Premises under the Sublease in case of a proposed assignment before the Lease Commencement Date), subject to Landlord's consent, which consent shall not be unreasonably withheld or delayed, and subject to the following conditions: (i) The proposed assignee has, at the time of the proposed assignment (as shown by audited financial statements), a good ability to pay and perform Tenant's obligations under this Lease as they are incurred, as reasonably determined by Landlord; (ii) The nature of the proposed assignee's business and its reputation is in keeping with the character of the Building as a Class A office building and its tenancies and such assignee shall not be a governmental agency, charitable organization or a corporation or other organization whose operations are or would be subject to ISRA; (iii) The purpose for which the proposed assignee intends to use the Premises are uses expressly permitted by this Lease; and (iv) No Event of Default shall have occurred and then be continuing hereunder. (c) Landlord shall, within twenty (20) days after receiving all of the information under Subsections 20.3(a)(i) and (ii) and Subsections 20.3(b)(i) and (ii) give Notice to Tenant to permit or deny the proposed assignment (which permission shall not be unreasonably withheld, conditioned or delayed more than twenty (20) days after receiving the information under Subsection 20.3(a)(i)) and (ii) and Subsections 20.3(b)(i) and (ii)). If Landlord denies consent, it shall explain the reasons for the denial. If Landlord does not give Notice within the twenty (20) day period, then Tenant may assign this Lease of the entire Premises upon the terms Tenant gave in the information under Subsections 20.3(a)(i) and (ii) or Subsections 20.3(b)(i) and (ii), as applicable. (d) In the event that Tenant fails to execute and deliver the assignment with the prospective assignee within six (6) months after Tenant shall have delivered the Notice described in Sections 20.3(a) and (b) relating to such prospective assignee, then Tenant shall again comply with all the provisions and conditions of this Section 20.3 before assigning this Lease. (e) No assignment of part of this Lease (other than to a successor or Related Entity) shall be permitted. Tenant shall within ten (10) days after execution of an assignment, deliver to Landlord a duplicate original instrument of assignment and assumption in form and substance reasonably satisfactory to Landlord, duly executed by Tenant and by the assignee, in which such assignee shall assume performance of all of the provisions of this Lease and evidence reasonably satisfactory to Landlord that the provisions of this Sections 20.3(a) and (b) have been satisfied. No assignment of this Lease shall serve to relieve Tenant of its obligations hereunder, including, without limitation, the obligation to pay Base Rent and Additional Rent. (a) If this Lease be assigned, whether or if not in violation of the demised premises terms of this Lease, Landlord may collect rent from the assignee. If the Premises or any part thereof be underlet sublet or be used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant and expiration of Tenant's time to cure such default, if any, collect rent from the assignee, undertenant subtenant or occupant. In either event, and Landlord shall apply the net amount collected to satisfaction of the rent herein reservedobligations on the part of Tenant to be performed, but no assignment, underlettingsubletting, occupancy occupancy, or collection or application of rent collected from a subtenant or occupant shall be deemed a waiver of any of the provisions hereofof Section 20.1, or the acceptance of the assignee, undertenant subtenant, or occupant as a tenant, or a release of Tenant from the further performance by be deemed to relieve, impair, release, or discharge Tenant of covenants its obligations fully to perform the terms of this Lease on the Tenant's part of Tenant herein containedto be performed. The consent by Landlord to an assignment assignment, transfer, encumbering or underletting subletting pursuant to any provision of this Lease shall not in any way be construed deemed consent to, or be deemed to relieve Tenant from obtaining Landlord's written consent to, any other or further assignment, transfer, encumbering or subletting. References in this Lease to use or occupancy by anyone other than Tenant shall include, without limitation, subtenants, licensees and others claiming under Tenant or under any subtenant, immediately or remotely. The listing of any name other than that of Tenant on any door of the express Premises or on any directory 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 the Premises, or be deemed to constitute, or serve as a substitute for, any consent in writing of Landlord required under this Article, and it is understood that any such listing shall constitute a privilege extended by Landlord, revocable at Landlord's will by Notice to Tenant. Tenant agrees to pay, as Additional Rent, within ten (10) business days of Tenant's receipt of an invoice therefor, Landlord's reasonable attorneys' fees and disbursements incurred by Landlord (to a maximum of $2,000 in each instance) in connection with any further proposed assignment or underletting. In no event sublease. (b) Notwithstanding anything to the contrary contained herein, if Tenant shall actually receive any permitted sublessee consideration from its assignee (other than a successor or Related Entity) in connection with the assignment of this Lease, Tenant shall pay over to Landlord fifty percent (50%) of the consideration actually received within ten (10) business days after such consideration is received by Tenant (including, without limitation, sums paid for the sale of Tenant's Work or any Alterations) reduced by (a) the net unamortized or undepreciated cost of Tenant's Work or any Alterations, determined on the basis of an amortization or depreciation period for the then remaining Term; (b) reasonable brokerage commissions actually incurred by Tenant in connection with such assignment, (c) reasonable attorney's fees actually incurred by Tenant in connection with such assignment, (d) reasonable advertising fees actually incurred by Tenant in connection with such assignment, (e) the cost of reasonable alterations and reasonable rent concession period for the benefit of such assignee, and (f) all other reasonable out-of-pocket expenses paid by Tenant directly (or actual costs incurred such as rent abatements granted) in connection with such assignment. (a) Tenant may assign or encumber its sublease or further this Lease to, sublet all or any portion part of its sublet spacethe Premises to, or otherwise suffer permit all or permit part of the sublet space or any part thereof Premises to be used or occupied by othersby, a Related Entity for any of the Permitted Uses without any requirement of obtaining Landlord's prior written consent in each instance. A modificationconsent, amendment but only for such period as such Related Entity occupies the portion of the Premises sublet for any of the Permitted Uses and, except as may be reasonably approved by Landlord as of the time of any change of control, such Related Entity continues to control, continues to be controlled by 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 remains under common control with Tenant, whether or not actually performedsubject, the same shall be discharged by Tenant within ten (10) days thereafterhowever, at to compliance with Tenant's expenseobligations under this Lease. At such time a Related Entity which receives an assignment of this Lease or sublets all or substantially all of the Premises does not meet the foregoing requirements, by filing the bond required by law, or otherwise, and paying any other necessary sums, such Related Entity and Tenant agrees to indemnify Landlord must comply with the provisions of Sections 20.2 and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered20.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign9.1 In no event may Tenant encumber, mortgage or encumber otherwise pledge this LeaseLease or Tenant's interest in the Building or the Premises as security for any debt of Tenant. In addition, nor underletexcept as to a Permitted Transfer (as defined below), Tenant shall not assign this Lease or sublet the whole or any part of the Building or the Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Building or 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, conditioned or delayed, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Building or the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Building or the Premises, or any portion thereof, or assign this Lease, whether as a Permitted Transfer or otherwise, 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, or at least ten (10) days prior thereof in each instance. If the case of a Permitted Transfer, 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 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 Building, the 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 (other than pursuant to a Permitted Transfer), Landlord shall have the part option, in its sole discretion, in the event of Tenant herein containedany proposed subletting or assignment that is not a Permitted Transfer, to terminate this Lease, or in the case of a proposed subletting of less than the entire Building that is not a Permitted Transfer, to recapture the portion of the Building 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 written notice given by Landlord to an Tenant within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required above. However, if Tenant notifies Landlord, within five (5) business days after receipt of Landlord’s termination notice, that Tenant is rescinding its proposed assignment or underletting sublease, the termination notice shall not be void and the Lease shall continue in full force and effect. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, because of a subletting of the entire Building, then 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 Building, 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 Building shall be less than that of the Building as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any way outstanding commission obligation which may be construed to relieve Tenant from obtaining the express consent in writing due and owing as a result of Landlord to any further proposed 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 Building and/or 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 in a transaction that is not a Permitted Transfer, Tenant shall pay to Landlord, as additional rent an amount equal to fifty percent (50%) of any Increased Rent (as defined below), less the Costs Component (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 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 valued at its fair market value as determined by Landlord in good faith. The "Costs Component" is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the entire period for which Tenant is to receive Increased Rent, the same shall be discharged reasonable costs incurred by Tenant within ten (10) days thereafterfor leasing commissions and tenant improvements in connection with such sublease, at Tenant's expense, by filing the bond required by law, assignment 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 renderedtransfer.

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 or encumber assign this Lease, nor underletlease, or suffer or permit any interest therein, and shall not sublet the demised premises or any part thereof thereof, or any right of privilege appurtenant thereto, or permit any other person (the agents and servants of Lessee excepted) to occupy or use the demised premises, or any portion thereof, without first obtaining the written consent of Lessor, which consent shall not unreasonably be withheld and provided, however, that Lessee shall be entitled to assign or sublet the premises to a subsidiary, or other banking/financial institution as hereinafter set forth. Consent by Lessor 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. Any assignment or subletting without the prior written consent of Lessor shall be void, and shall, at the option of Lessor terminate this lease. Neither this lease nor any interest therein shall be assignable, as to the interest of Lessee, by operation of law, without the prior written consent of Landlord in each instanceLessor. 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 Lessor 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 not unreasonably withhold consent by Landlord to an assignment or underletting sublease. Lessee shall not be entitled to sublet, assign, and/or transfer this Lease, without Lessor’s prior consent, to a parent corporation, subsidiary, affiliated firm or entity or the surviving corporation in any way the event of a merger, reorganization or sale of assets reorganization to which Lessee shall be construed to relieve Tenant a party; provided, however, that such parent corporation, subsidiary, affiliated firm or entity or the surviving corporation shall conduct the same business from obtaining the express consent subject premises and shall in writing expressly assume all 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 the provisions, convenants, and conditions of its sublet space, or otherwise suffer or permit this Lease on 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 kept and 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 Tenant agrees that it shall not assign, mortgage sublet, mortgage, hypothecate, or encumber this Lease, nor underlet, permit or suffer or permit allow the demised premises Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instanceinstance which shall not unreasonably be withheld or delayed. The actions described in the foregoing sentence are referred to collectively herein as "Transfers." If this Lease be assigned, or if the demised premises 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, occupant and apply the net amount collected to the rent Rent herein reserved, ; but no assignmentTransfer, underlettingoccupancy, 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 hereunder by Tenant of covenants on the part of Tenant herein containedTenant. The consent by Landlord to an assignment or underletting a Transfer shall not in any way be construed to relieve Tenant from obtaining the Landlord's express written consent in writing of Landlord to any further assignment or underlettingTransfer. In no event shall any permitted sublessee subleasee 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 instanceinstance which shall not be unreasonably withheld or delayed. A modificationNotwithstanding anything to the contrary herein, amendment Tenant shall have a one-time right to assign the entire Premises to a company in which Tenant is a majority shareholder or extension to the Roda Group Development Company, LLC, a Delaware limited liability company, without Landlord's prior consent, provided that Tenant shall provide to Landlord concurrently with such assignment reasonably satisfactory evidence 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 (10i) days thereafter, at Tenant's expense, by filing majority ownership of assignee and (ii) a financial strength on the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees part of such assignee which is at least equal 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 renderedthat of Tenant.

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. 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 (a) Tenant shall not assign, mortgage voluntarily assign or encumber its interest in this Lease, nor underletLease or in the Premises, or suffer or permit the demised premises sublease all or any part thereof of the Premises, or allow any other person or entity to be used occupy or occupied by othersuse all or any part of the Premises, without the first obtaining Landlord's prior written consent Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable, at Landlord's election, and shall constitute a default and at the option of the Landlord shall result in a termination of this Lease. No consent to assignment, enc1mIbrance, or sublease shall constitute a further waiver other provisions of this paragraph. Tenant shall notify Landlord in each instancewriting of Tenant's intent to sublease, encumber or assign this Lease and Landlord shall, within thirty (30) days of receipt of such written notice, elect one of the following: (i) consent to such proposed assignment or sublease or; (ii) refuse such consent, which refusal shall be on reasonable grounds; or (iii) elect to terminate this Lease. (b) As a condition for granting its consent to any assignment, encumbrance or sublease, thirty (30) days prior to any anticipated assignment or sublease Tenant shall give Landlord written notice (the "Assignment Notice"), which shall set forth the name, address and business other proposed assignee or sublessee, information (including references) concerning the character, ownership and financial condition of the proposed assignee or sublessee, the Assignment Date, any ownership or commercial relationship between Tenant and the proposed assignee or sublessee, all in such detail as Landlord shall reasonably require. If this Lease Landlord requests additional detail, the Assignment Notice shall not be assigneddeemed to have been received until Landlord received such additional detail, and Landlord may withhold consent to any assignment or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenantsublease until such additional detail is provided to it Further, Landlord maymay require that the sublessee or assignee remit directly to Landlord on a monthly basis, after default all monies due to Tenant by Tenant, collect rent from the assignee, undertenant said assignee 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. sublessee. (c) The consent by Landlord to an any assignment or underletting subletting shall not in any way be construed to relieve as relieving Tenant or any assignee of this Lease or sublessee other Premises from obtaining the express written consent in writing of Landlord to any further assignment or underlettingsubletting or as releasing Tenant or any assignee or sublessee of Tenant from any liability or obligation hereunder whether or not then accrued. In no the event Landlord shall any permitted sublessee assign consent to an assignment or encumber its sublease or sublease, Tenant shall pay Landlord as additional rent a reasonable attorneys' and administration fee not to exceed $1,000 for costs incurred in connection with evaluating the Assignment Notice. This section shall be fully applicable to all further sublet all or sales, hypothecation, transfers, assignments and subleases of any portion of its sublet spacethe by any successor or assignee of Tenant, or otherwise suffer or permit any sublessee of the sublet space or any part thereof to be Premises. (d) As used or occupied by othersin this section, without Landlord's prior written consent in each instance. A modification, amendment or extension the subletting of a sublease substantially all of the Premises for substantially all of the remaining item of this Lease shall be deemed an assignment rather than a sublease. Notwithstanding the foregoing, Landlord shall consent to the assignment, sale or transfer if the Assignment Notice states that Tenant desires to assign the Lease to any lien entity into which Tenant is filed against merged, with which Tenant is consolidated or which acquires all of substantially all of the demised premises or the building assets of which the same form a part for brokerage services claimed to have been performed for Tenant, whether provided that the assignee first executes, acknowledges and delivers to Landlord an agreement whereby the assignee agrees to be bound by all of the covenants and agreements in this Lease which Tenant has agreed to keep, observe or perform, that the assignee agrees that the provisions of this section shall be binding upon it as if it were the original Tenant hereunder and that the assignee shall have a net worth (determined in accordance with generally accepted accounting principles consistently applied) immediately after such assignment which is at least equal to the net worth (as so determined) of Tenant at the commencement of this Lease. (e) Except as provided above, Landlord's consent to any sublease shall not actually performedbe unreasonably withheld. A condition to such consent shall be delivery by Tenant to Landlord of a true copy of any such sublease. If for any proposed assignment or sublease Tenant receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent called for hereunder, or, in case of the sublease of a portion of the Premises, in excess of such rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder are taken into account, Tenant shall pay to Landlord as additional rent hereunder three-quarters (3/4) of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt. Landlord's waiver or consent to any assignment or subletting shall not relieve Tenant from any obligation under this lease. The parties intend that the preceding sentence shall not apply to any sublease rentals respecting a portion of the Premises that during the entire term of this Lease was not occupied by Tenant for its own use, but was always subleased by Tenant and/or kept vacant. For the purpose of this section, the same rent for each square foot of floor space in the Premises 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 rendereddeemed equal.

Assignment and Subletting. 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 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, ’s interest in and apply the net amount collected to the rent herein reservedPremises, 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 not 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 renderedexceed $1,500.00 per request.

Assignment and Subletting. Tenant8.1 Except as expressly permitted under this Article 8, 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 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 As indicated in, and subject to, Section 8.4 below, Landlord’s consent shall not be unreasonably withheld. Tenant shall not modify, extend, or amend a sublease which requires Landlord’s consent hereunder and to which Landlord has previously consented without obtaining Landlord’s prior written consent to such modification, extension, or amendment. 8.2 An assignment 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 reserved, but no assignment, underletting, occupancy or collection shall be deemed to have occurred (a) if, in a waiver single transaction or in a series of transactions, more than 50% interest in Tenant or any guarantor of this Lease (whether stock, partnership, interest or otherwise) is transferred, diluted, reduced, or otherwise affected with the result that the present holder or owners of Tenant or such guarantor have less than a 50% interest in Tenant or such guarantor 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 provisions hereof, outstanding capital stock of any corporate Tenant or guarantor through the acceptance “over-the-counter” market or any recognized national securities exchange (other than by persons owning 5% or more of the assignee, undertenant or occupant as tenant, or a release voting calculation of Tenant from the further performance by Tenant such 50% interest of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting clause 8.2(a) above) shall not be included in any way be construed the calculation of such 50% interest in clause (a) above. 8.3 Notwithstanding anything to relieve the contrary in Sections 8.1 and 8.2 above, Tenant from obtaining shall have the express consent in writing of Landlord right, upon prior written notice to any further assignment Landlord, to (a) assign this Lease or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or part of the Premises to any portion of its sublet space, related corporation 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 other entity which the same form a part for brokerage services claimed to have been performed for controls Tenant, whether or not actually performed, the same shall be discharged is controlled by Tenant within ten or is under common control with Tenant; or (10b) days thereafterassign this Lease to a successor corporation or entity into which or with which Tenant is merged or consolidated or which acquired substantially all of Tenant’s assets and property provided that (i) such successor corporation assumes all of the obligations and liabilities of Tenant and shall have assets, capitalization and, net worth at Tenant's expense, by filing least sufficient to perform the bond required by law, or otherwise, and paying any other necessary sums, and obligations of 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.under this

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it 18.1 Lessee shall not assign, mortgage transfer or encumber this Lease, nor underletassign (whether by instrument or operation of law, or suffer if applicable, by withdrawal, sale, gift, exchange, change in partnership ownership or permit the demised premises membership, chance in stock ownership, merger, consolidation, dissolution or reorganization of any type) this Lease or any part thereof to be used right or occupied by others, privilege of Lessee hereunder without the prior written consent of Landlord Lessor. Lessor, in each instanceits sole discretion, may refuse to give its consent to any proposed transfer or assignment. If this Lease be assignedExcept as hereinafter provided, Lessee shall not sublet the Premises or any building built thereon or part thereof, or if any right or privilege appurtenant thereto, nor permit nor suffer any party other than Lessee to use or occupy the demised premises Premises or any part portion thereof without the prior written consent of Lessor, in Lessor's sole discretion, subject to the use of the Premises by the public. Any transfer, assignment, or subletting without the prior written consent of Lessor shall be underlet void ab initio and shall at the option of Lessor terminate this Lease. Lessor's consent to a transfer, assignment, or occupied subletting, or to any use or occupancy by anybody a party other than TenantLessee, Landlord may, after default by Tenant, collect rent from the assignee, undertenant shall not invalidate or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed constitute a waiver of this provision, and each subsequent use and occupancy by a party other than Lessee shall likewise be made only with 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 instanceof Lessor. A modificationNotwithstanding the foregoing, amendment Lessee shall have the right, without Lessor's consent, to enter into lease/management or extension management agreements respecting the operation of a sublease shall be deemed a sublease. if the Premises as long as any lien is filed against such agreement expressly provides for its automatic expiration upon the demised premises expiration or earlier termination of the building Term 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 renderedthis Lease.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it (a) Lessee shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit sublet the demised premises or any part thereof thereof, not assign this Lease or any interest therein, nor permit any business to be used operated in or occupied from the premises by othersany person, without firm or corporation other than Lessee, without, in each case, first obtaining the prior written consent of Landlord in each instanceLessor, which consent shall not be unreasonably withheld. If Any attempt to assign 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 otherspremises, without LandlordLessor's prior written consent, shall be void and, at Lessor's option, shall constitute an event of default under this Lease. (b) Lessor may impose such reasonable conditions to its consent to any subletting or assignment as it may determine, and notwithstanding any consent to assignment or subletting, both Lessee and its guarantor, if any, will continue to be liable under this Lease with the same force and effect as though no assignment or sublease had been made. If Lessee requests Lessor to consent to any assignment or sublease, Lessee shall provide Lessor with the name, address, and a description of the business of the proposed assignee or subtenant and its most recent financial statement and such other evidence of financial responsibility as Lessor may request. (c) Consent by Lessor to any assignment or subletting shall be consent only as to that particular assignment and subletting, and not to any further assignment or subletting. In the event Lessor consents to any assignment, both Lessee and the assignee shall be primarily liable to Lessor hereunder. (d) In the event any such proposed assignment or sublease provides for, or Lessee otherwise receives, rent, additional rent, or other consideration in each instanceexcess of that provided for in this Lease, Lessee agrees that in the event Lessor grants its consent, Lessee shall pay Lessor the amount of such excess as it is received by, or becomes due to, Lessee. A modification, amendment or extension of a sublease Any violation hereof shall be deemed a sublease. if material breach of this Lease, as well as an event of default hereunder. (e) In the event of any lien is filed against the demised premises 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 performedconsented to by Lessor, any options to renew this Lease or expand the same premises shall be discharged by Tenant within ten terminate without further action. (10f) days thereafter, at TenantLessee shall submit any request for Lessor's expense, by filing consent to a sublease or assignment in writing together with a non-refundable fee of $300.00 to cover Lessor's consideration of 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 renderedrequest.

Assignment and Subletting. (a) Except as otherwise expressly permitted in 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 LeaseSublease or any of its rights, nor underletinterests or estates hereunder or in the Premises, sublet the Premises or any part thereof, or suffer or permit the demised premises Premises, or any part thereof thereof, to be used used, occupied or occupied operated by othersothers for desk space, mailing privileges or any other purpose, or suffer or permit any of the other transactions or events described in this sentence by operation of law or otherwise, without the prior written consent of Landlord in each instance, which consent may be given or withheld by Landlord in its sole and absolute discretion, and if any of the foregoing transactions or events occur without Landlord’s consent (except in those instances where, pursuant to the express provisions of this Article, the transaction does not require Landlord’s consent or approval) same shall be null and void. If this Lease Sublease be assigned, or if the demised premises Premises or any part thereof be underlet sublet or occupied by anybody any person 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 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. In no event shall any permitted sublessee subtenant 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 used, occupied or occupied operated by others, except as otherwise expressly set forth in Section 9.16 hereof, and in no event shall any assignment instrument or sublease be amended, modified or terminated, without Landlord's ’s prior written consent in each instance. A modification, except that Landlord’s consent shall not be required for any amendment or extension modification of any assignment or sublease that is solely ministerial in nature or does not otherwise amend or modify the transaction in question in any material or substantive manner, provided that a sublease shall be deemed a sublease. if any lien copy of the ministerial and/or non-material and non-substantive amendment or modification is filed against the demised premises or the building of which the same form a part for brokerage services claimed given to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within Landlord no more than ten (10) days thereafterBusiness Days after the effective date thereof, at Tenant's expensewithout prejudice to Landlord’s right to claim that the amendment or modification in question amended or modified the transaction in a material or substantive manner. For the purposes of this Sublease, by filing the bond required by lawentering into of any management, operating agreement or any agreement in the nature thereof transferring control of the Premises (or any portion thereof), including the use, occupancy and/or disposition thereof, or otherwisecontrol of the operation or management of the business being conducted in the Premises or any portion thereof, to a person other than Tenant (or a permitted subtenant, as the case may be), or otherwise having substantially the same effect, including a so-called “take-over agreement” in respect of the Premises or Tenant’s interest therein or in this Sublease, shall not be permitted. For the purposes of clarification, retaining the services of an outside vendor or manager to manage specific departments or services of Tenant at the Premises, such as Tenant’s office services department or messengers, or, during the Renewal Term, if any, in accordance with, and paying any other necessary sumssubject to, the provisions of Section 2.12(b) hereof, a cafeteria in the RP Cafeteria Space, a fitness center in the FC Space and Tenant agrees a conference center in the CC Space (to indemnify Landlord the extent such portions of the Building are a part of the Renewal Premises and its agents and hold them harmless from and against any and all claimssuch amenities are being operated in such portions of the Renewal Premises) shall not be a violation of the preceding sentence. In addition, losses under no circumstances shall a partial assignment of Tenant’s interest in the Premises or liability resulting from in this Sublease be permitted. (b) As used in this Article, the word “control,” (including the derivations of the word “control,” such lien for brokerage services rendered.as “controlling” “controlled by” or “under common control with” or words of like import) shall mean: (i) ownership of more than

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, 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. 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" by Tenant (as hereafter 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 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 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 renderedobligations hereunder.

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. 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, which consent shall not be unreasonably withheld, delayed or conditioned, (i) assign, convey, mortgage, pledge or otherwise transfer this Lease be assignedLease, or if the demised premises or any part thereof be underlet thereof, or occupied any interest hereunder; (ii) permit any assignment of this Lease, or any part thereof, by anybody 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, Landlord mayits agents and employees, after default by Tenantprovided, collect rent from however, Tenant may assign this Lease in whole or in part to, sublet the assignee, undertenant Premises in whole or occupant, and apply in part to and/or permit the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver use of the provisions hereof, the acceptance of the assignee, undertenant Premises in whole or occupant as tenant, or a release in part by any affiliate of Tenant from the further performance by Tenant of covenants on the part or any entity which provides services to employees of Tenant herein containedwithout the consent of Landlord. The In the event Landlord’s consent is required hereunder, Tenant shall proceed as set forth in this paragraph. Tenant shall, by notice in writing, advise Landlord to an assignment or underletting of its intention from, on and after a stated date (which shall not in any way be construed less than thirty (30) days after date of Tenant’s notice), 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, or otherwise suffer or permit the sublet space or any part thereof thereof, or to be used sublet any part or occupied by others, without Landlord's prior written consent all of the Premises for the balance or any part of the Term. Tenant’s notice shall include all of the terms of the proposed assignment or sublease (whether contained in each instancesuch assignment or sublease or in separate agreements). A modification, amendment Tenant’s notice shall state the name and address of the proposed assignee or extension subtenant and a true and complete copy of a the proposed assignment or sublease and any and all other agreements relating thereto shall be deemed a subleasedelivered to Landlord with Tenant’s notice, accompanied by the financial statements for any proposed assignee. if Landlord shall have thirty (30) days after receipt of all such information to approve or disapprove of such assignee, and shall notify Tenant of its approval or disapproval within such thirty (30) days. Any subletting or assignment hereunder shall not release or discharge Tenant of or from 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 Tenantliability, whether past, present or not actually performedfuture, 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 sumsunder this Lease, and Tenant agrees shall continue fully liable thereunder. Any subtenant or assignee shall agree to indemnify comply with and be bound by all of the terms, covenants, conditions, provisions, rules and regulations and agreements of this Lease to the extent of the space sublet or assigned, and Tenant shall deliver to Landlord promptly after execution, an executed copy of each such sublease or assignment and an agreement of compliance by each such subtenant or assignee. Any sale, assignment, mortgage, transfer, or subletting of this Lease which is not in compliance with the provisions of this Article shall be of no effect and void. Notwithstanding anything to the contrary contained herein, Landlord may withhold consent to a sublease or assignment unless Landlord is provided with waivers from any brokers involved in such subleasing or assignment of all lien rights of any such brokers under Illinois law, including but not limited to the Commercial Real Estate Broker Lien Act. Landlord also may withhold consent to a sublease or assignment if the proposed assignee or sublessee or its agents business is subject to compliance with additional requirements of any law (including related regulations) beyond those requirements which are applicable to Tenant on or prior to the said assignment or sublease unless the proposed assignee or sublessee shall: (a) first deliver plans and hold them harmless from specifications for complying with such additional requirements and against any and obtain Landlord’s consent thereto, and (b) comply with all claims, losses Landlord’s reasonable conditions therefor or liability resulting from contained in 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 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. 9.01 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 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 prior written consent in each instanceinstance which will be granted or deemed on the same basis as a similar request by Tenant. 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 term sheet signed by an officer or principal of Tenant containing all material terms and conditions in connection with the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) 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 a sublease. if any lien is filed against the demised premises an offer from Tenant to Landlord whereby Landlord (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 (10Landlord's designee) days thereaftermay, at Tenant's expenseits option (hereinafter referred to as "LANDLORD'S OPTION"), by filing (i) sublease such space (hereinafter referred to as the bond required by law, or otherwise, and paying any other necessary sums, and "LEASEBACK SPACE") from 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.upon the terms and

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 sublet said Premises or any part thereof nor assign this Lease, without in each case the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Any transfer of this Lease from Tenant by merger, consolidation, liquidation or otherwise by operation of law shall constitute an assignment for the purpose of this Lease and shall require the written consent of Landlord. Provided, however, the use occupancy, assignment or subletting of the Premises to any company, corporation, firm or entity which is affiliated or related to, or a parent or a subsidiary of Tenant or into which Tenant may be merged or consolidated or to which substantially all of Tenant's assets may be transferred (hereinafter referred to as an "Affiliated Entity") shall not be deemed an assignment or subletting requiring the prior written consent of Landlord provided that such Affiliated Entity has a net worth equal to or greater than that of Tenant if such Affiliated Entity is other than a parent or subsidiary of Tenant resulting from a corporate restructure and evidence of such is provided Landlord ten (10) days prior to such assignment or subletting, and provided further that the nature of the operations remain as set forth in Paragraph 7(a) hereof, and provided further that such Affiliated Entity has national recognition and name awareness within the industry as a retailer of comparable or better caliber than Tenant selling products at an outlet price structure. Any transfer, sale or other disposition of the controlling stock of the Tenant and/or of substantially all of the assets of Tenant shall be deemed an assignment of this Lease requiring the Landlord's written consent; provided, however, that if the stock of such corporation is regularly traded on any recognized securities market, the transfer of stock will not be prohibited hereby. Tenant shall not permit any business to be used operated in or occupied from the Premises by others, any concessionaire or licensee without the prior written consent of Landlord. Any consent by Landlord to any assignment or subletting, or to the operation by a concessionaire or licensee, shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting, or operation by a concessionaire or licensee. In the event that Tenant shall at any time, during the term of this Lease, sublet all or any part of said Premises or assign this Lease, either with the consent of Landlord as hereinbefore provided or without the consent of Landlord, then, and in each instancesuch event, it is hereby mutually agreed that Tenant shall nevertheless remain fully liable under all of the terms, covenants and conditions of this Lease. If this Lease be assigned, or if the demised premises Premises or any part thereof be underlet subleased or occupied by anybody other than Tenant, Landlord may, after default by Tenant, may collect rent from the assignee, undertenant subtenant or occupantoccupant any rent or other charges payable by Tenant under this Lease, and apply the net amount collected to the rent and other charges herein reserved, but no assignment, underletting, occupancy or such collection by Landlord shall not be deemed a waiver of the provisions hereof, the an acceptance of the assignee, undertenant subtenant or occupant as tenant, or a tenant nor a release of Tenant from the further performance by Tenant of covenants on the part of under this Lease. Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve advertise the Lease for assignment nor shall Tenant from obtaining advertise 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 for sublease in any trade magazine, newspaper, or in any other printed publication or in any audio, video, or magnetic medium. (b) If Landlord should sell or otherwise transfer its interest in the Premises upon an undertaking by the purchaser or transferee to be used responsible for all of the covenants and undertakings of Landlord, Tenant agrees that Landlord shall thereafter have no liability to Tenant under this Lease or occupied by othersany modification or amendments thereof, without or extensions or renewals thereof, except for such liabilities which might have accrued prior to the date of such sale or transfer of 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 renderedinterest.

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, 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 consent shall be based upon Landlord's reasonable subjective consent. 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 at least thirty (30) days prior to the proposed commencement date of such subletting or assignment for the purpose of obtaining Landlord's written consent, 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. Landlord shall respond to Tenant's request within ten (10) business days of its receipt of same. Failure of Landlord to respond within such time shall be deemed a denial of consent. Notwithstanding any permitted assignment or subletting or other conduct of Landlord, 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 demised premises 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. 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 option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (30) days following Landlord's receipt of Tenant's written notice as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this paragraph, 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 hereof; provided, however, that effective on such date Tenant shall pay Landlord all amounts, as estimated by Landlord, payable by Tenant to said expiration date, with respect to taxes, insurance, repairs, maintenance, restoration and other obligations, costs or charges which are the responsibility of covenants Tenant hereunder. Further, upon any such cancellation, 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 cancellation date (in the same manner as if such cancellation date were the date originally fixed in this Lease for the expiration of the term hereof). If Landlord recaptures under this paragraph only a portion of the Premises, the rent during the unexpired term hereof shall ▇▇▇▇▇ proportionately based on the part rent per square foot contained in this Lease as of Tenant herein contained. The consent by Landlord the date immediately prior to such recapture. C. For purposes of this Lease, an assignment of this Lease by Tenant (or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing either 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 them) shall be deemed to include the following, whether accomplished directly or indirectly: (a) if Tenant is a sublease. if any lien is filed against partnership, the demised premises withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, in the aggregate on a cumulative basis, or the building dissolution 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 otherwisepartnership, and paying any (b) if Tenant is a corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), the: (i) dissolution, merger, consolidation or other necessary sums, and reorganization of 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(ii) sale or other transfer of more than a cumulative aggregate of 49% of the voting shares of Tenant.

Assignment and Subletting. Tenant(i) Except as set forth below in this section, 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 underlet, or suffer or permit sublease the demised premises or any part thereof to be used or occupied by othersthereof, without without, in each instance, obtaining the prior written consent of Landlord in each instance. thereto, which consent shall not be unreasonably withheld, conditioned or delayed. (ii) If Tenant, at any time, or from time to time, during the lease term, shall propose to either (x) assign this Lease be assigned, or if (y) enter into a sublease of all or any part 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 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 sublease that does not require the consent of the Landlord), then 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 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 give notice thereof to be used or occupied by othersLandlord. If Tenant shall deliver to Landlord such a notice, 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 then within ten fifteen (1015) days thereafter, at Landlord shall respond to such notice by either (x) granting its consent to the assignment or sublease set forth in Tenant's expensenotice, or (y) denying its consent thereto, in which event Landlord shall set forth its specific reasons for such denial. If Landlord shall fail to respond within such fifteen (15) day period, then Landlord's consent thereto shall be deemed granted. At any time after Landlord shall have consented to (or is deemed to have consented to) an assignment or sublease hereunder, either party shall, upon the request of the other party, execute, acknowledge and deliver an instrument (in form reasonably satisfactory to both parties) confirming such consent, and, if applicable, the change in the Permitted Use, but the failure of either party to execute, acknowledge and deliver such an instrument shall not affect the validity of such consent or the effectiveness of the assignment or sublease. (iii) Notwithstanding anything to the contrary contained herein, Tenant, from time to time, and at any time, during the lease term, shall have the right (without any need to obtain Landlord’s consent) to enter into one or more of the following transactions: (a) Any assignment or sublease to (i) any person or entity that is a successor to Tenant by filing the bond required by merger, consolidation or other operation of law, or otherwise(ii) any person or entity to which all, or substantially all, of Tenant’s assets are transferred; (b) Any assignment or sublease to any Affiliate or subsidiary of Tenant; (c) Any sublease (or license or concession agreement) entered into for the purpose of granting a subtenant (or licensee or concessionaire) the right to use one or more portions of the demised premises solely for the sale of any food, beverages, toys, apparel, and/or one or more other items that are permitted to be sold from the demised premises consistent with the Permitted Use; and Within thirty (30) calendar days after entering into any of the transactions identified in the immediately preceding paragraph, Tenant shall notify Landlord thereof, and paying furnish Landlord with a true copy of the instrument effecting the assignment or sublease agreement, which shall be duly executed by the parties to such instrument; provided, however, Tenant shall not be obligated to notify Landlord upon entering into any other necessary sumsconcession subleases or licenses. (iv) Upon the completion of an assignment which requires Landlord’s consent and payment of all monies due to Landlord in connection with such assignment, it is understood that Tenant (as assignor) shall be released from the Lease and the assignee shall then become the new tenant under the Lease. With respect to a sublease, Tenant agrees shall remain liable to indemnify Landlord under the Lease. (v) With respect to assignments requiring the consent of the Landlord, Landlord shall have the option of requiring additional security equal to up to two (2) additional months’ rent at the prevailing rent at the time of the assignment as a condition precedent from the assignee. (vi) Provided that the security deposit currently held by Landlord is not assigned by Tenant to the assignee at the time of the assignment, it will be released to Tenant upon the assignee delivering the new security deposit amount to Landlord and its agents said amount clearing the Landlord’s account. The security deposit will be returned to Tenant within two weeks of the date of the assignment or sooner if the assignee provides Landlord with bank checks for same. (vii) In the event that the Tenant requires an assignment, Tenant or Tenant’s assignee must pay for each assignment a one-time fee of $ 2,500.00 to Landlord as additional rent for the assignment plus reasonable attorney’s fees and hold them harmless from disbursements, not to exceed $ 1,500.00, expended by Landlord’s attorney for the review and against preparation of any and all claims, losses or liability resulting from such lien for brokerage services rendereddocuments in connection with said assignment.

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 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 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. Intentionally left blank C. 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 thirty (30) days following Landlord’s receipt of covenants 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 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. If Landlord recaptures under this Paragraph only a portion of the Premises, the rent during the unexpired Term shall ▇▇▇▇▇ proportionately. Tenant herein contained. The consent by Landlord to an shall, at Tenant’s own cost and expense, discharge in full any outstanding commission 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 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. D. In the event that Tenant sublets, assigns or otherwise transfers its interest in this Lease and at any time receives Excess Rent, Tenant shall be discharged pay to Landlord one hundred percent (100%) of the Excess Rent (less leasing costs) as received by Tenant. Tenant within ten (10) days thereaftershall furnish Landlord with a sworn statement, at Tenant's expensecertified by an officer of Tenant or an independent certified public accountant, by filing setting forth in detail the bond required by lawcomputation of Excess Rent, and Landlord, or otherwiseits representatives, shall have access to the books, records and paying any other necessary sums, and papers of 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.in relation thereto,

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 transfer this Sublease or encumber Tenant's interest in this Lease, nor underlet, Sublease or suffer or permit the demised premises Premises or any part thereof without Landlord's prior written consent as well as full compliance with any requirements for subletting pursuant to the terms of the Master Lease. Any attempted transfer in violation of this Section shall be used void and confer no rights upon any third person. The term "transfer" in this Article shall include, but not be limited to, any assignment, sublease, or entry into any mortgage or other encumbrance of this Sublease as well as any transfer of this Sublease from Tenant by merger, consolidation, liquidation, assignment for benefit of creditors or by operation of law. If this Sublease is transferred or if all or part of the Premises is sublet 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, Landlord may, after default by Tenant, may collect rent Rent from the assigneetransferee, undertenant subtenant or occupant, occupant and apply the net amount collected to the rent Rent herein reserved, but no assignment, underletting, occupancy or such collection shall be deemed a waiver of the provisions hereofthis covenant, or the acceptance of the assigneetransferee, undertenant subtenant or occupant as tenantlessee, 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 a transfer shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment transfer, and no such transfer shall relieve or underletting. In no event shall discharge Tenant of or from 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 Tenantliability, whether past, present or not actually performedfuture, 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, under this 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 renderedshall remain fully liable hereunder.

Assignment and Subletting. Tenant13.1 Subject to subsection 13.2 below, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign, mortgage assign or encumber transfer this Lease, nor underlet, Lease or suffer Tenant’s interest in and to the Demised Premises or permit the demised premises Improvements or any part thereof to be used or occupied by others, sublet all or any portion of the Demised Premises or Improvements without 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 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 No such assignment or underletting subletting shall not in any way be construed to relieve Tenant from obtaining its liability to Landlord under the express Lease. Any attempted transfer, assignment or subletting without the written consent in writing of Landlord shall be void and confer no rights upon any third person. 13.2 Notwithstanding the provisions of Section 13.1 above to any further assignment or underletting. In no event shall any permitted sublessee the contrary, Tenant may 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 othersinterest in this Lease, without Landlord's ’s consent, to any corporation or entity which controls, is controlled by or is under common control with Tenant, or to any corporation or entity resulting from the merger or consolidation with Tenant or by Tenant into such corporation or to any successor corporation in the event of the sale of substantially all of the assets of Tenant (collectively “Tenant Affiliate”) provided that (a) no Event of Default then exists hereunder; (b) before such assignment shall become effective, said assignee shall assume in writing all of the obligations of Tenant under this Lease; (c) Landlord shall receive at least thirty (30) days prior written consent in each instance. A modificationnotice of such assignment, amendment along with supporting information sufficient for Landlord to confirm that such assignment qualifies hereunder; and (d) such Tenant Affiliate has financial ability, net worth, and credit equal to or extension greater than that of a sublease Tenant at the time of the transfer. 13.3 Upon assignment by Landlord of its interest under this Lease, Landlord shall be deemed a subleasereleased from any liability thereafter accruing under this Lease after the date the Lease is assigned, but Landlord shall remain liable for any of its obligations under this Lease accruing prior to the date of such assignment. if any lien is filed against Upon such an assignment by Landlord, Tenant shall thereafter attorn to and be bound to the demised premises or transferee of Landlord’s interest as though such transferee had been 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 original Landlord hereunder. 13.4 The limitations on assignment 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 under this Section 13 shall not apply to a Leasehold Mortgagee of Tenant agrees permitted pursuant 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 renderedSection 20 hereof.

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, encumber or encumber otherwise transfer this Lease, nor underlet, Lease or any interest herein or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Premises or suffer or permit this Lease or the demised premises leasehold estate hereby created or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or if encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the demised premises use or any part thereof be underlet or occupied occupancy of the Premises by anybody anyone other than Tenant, Landlord mayexcept as hereinafter provided. Unless Tenant’s stock shall be listed on a domestic national securities exchange both before and after any transfer, after default by any transfer, or one or more related transfers, of a controlling interest in the stock or partnership or beneficial interests or other evidences of ownership of Tenant, collect rent from including without limitation as a result of the assigneeissuance of additional stock or partnership or beneficial interests or other indicia of ownership in Tenant, undertenant or occupantother than in connection with a Merger (in which case the provisions of the following paragraph shall apply), and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver to be an assignment of this Lease requiring Landlord’s consent, unless the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release tangible net worth 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 after giving effect 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 such transfer shall be deemed a sublease. if any lien is filed against equal to or greater than the demised premises or the building Required Net Worth (as defined below); Tenant to provide Landlord evidence reasonably satisfactory 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 meeting such net worth requirement at least ten (10) days thereafterbefore any such transfer. As used herein, at a “controlling interest” shall mean ownership of more than fifty percent (50%) of the issued and outstanding stock or partnership or beneficial interests in Tenant from time to time. Notwithstanding the foregoing, Tenant may, without the need for Landlord’s consent, but only upon not less than ten (10) days prior notice to Landlord, assign its interest in this Lease (a “Permitted Assignment”) to (i) any entity which shall be a successor to Tenant either by merger or consolidation (a “Merger”) or to a purchaser of all or substantially all of Tenant's expense’s assets in either case provided the successor or purchaser shall have a tangible net worth, by filing after giving effect to the bond required by lawtransaction, of not less than $30,000,000 (the “Required Net Worth”), or otherwise, and paying (ii) 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 entity (an “Affiliate”) which is a direct or liability resulting from such lien for brokerage services rendered.indirect subsidiary or parent (or a direct or indirect subsidiary of

Assignment and Subletting. (a) Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (i) assign or otherwise transfer this lease or the term and estate hereby granted, or offer or advertise to do so, (ii) sublet the demised premises or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, for itself(iii) mortgage, its heirspledge, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage encumber or encumber otherwise hypothecate this Lease, nor underlet, lease or suffer the demised premises or any part thereof in any manner whatsoever or (iv) permit the demised premises or any part thereof to be occupied, or used for desk space, mailing privileges or occupied otherwise, by othersany person other than Tenant, without in each instance obtaining the prior written consent of Landlord Owner which consent shall not be unreasonably withheld or delayed, subject to Subparagraph (g) hereof (b) Tenant expressly covenants and agrees that a transfer of more than fifty percent (50%) (at any one time or, in the aggregate from time to time) of the shares (excluding a publicly held corporation whose shares are traded on a national stock exchange, and excluding the transfer of shares in connection with an initial public offering and listing of Tenant's stock on a national stock exchange) of any class of the issued and outstanding stock of Tenant, its successors or assigns or the issuance of additional shares of any class of its stock to the extent of more than 50% of the number of shares of said class of stock issued and outstanding at the time that it became the tenant hereunder (excluding a publicly held corporation whose shares are traded on a national stock exchange) or the sale or transfer of more than 50% of the partnership, joint venture or other unincorporated association interests of Tenant, its successors or assigns shall constitute an assignment of this lease and, unless in each instance. If this Lease be assigned, or if instance 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 Owner has been obtained, shall constitute a default under this lease and shall entitle Owner to exercise all rights and remedies provided for herein in each instancethe case of default. A modificationThe provisions of this Subparagraph (b) shall not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to transactions with a corporation, amendment partnership or extension other business entity to which substantially all of a sublease shall be deemed a sublease. if Tenant's assets are transferred or to any lien entity ("Affiliate") which controls or is filed against the demised premises controlled by Tenant 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 provided that in any of such events (i) the successor to Tenant is a reputable entity of good character and has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or 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 lawtransfer, or otherwise, and paying any other necessary sums, and (2) the net worth of the 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.herein named on the date of

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. 21.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors successors, and assigns, expressly covenants that it shall not assign, mortgage mortgage, or encumber this Leaseagreement, nor underlet, or 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. In the event Tenant is a corporation, any transfer or assignment of the shares of stock of the corporate Tenant shall be deemed an assignment of this agreement and shall not be accomplished without the prior written consent of Landlord in each instance. Upon any such assignment or transfer without Landlords' prior written consent, Tenant shall be deemed in default of this Lease, and Landlord shall be entitled to its full rights and remedies hereunder, including, but not limited to, the termination of this Lease by Landlord. If this Lease be assigned, is 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 under-tenant, or occupant, 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, the acceptance of the assignee, undertenant under-tenant, or occupant as tenant, or shall operate as 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 . 21.02 If Tenant at any time during the Term hereof shall any permitted sublessee desire to assign this Lease or encumber its sublease or further to sublet all or part of the Demised Premises by an assignment or sublease, Tenant shall give notice thereof to Landlord. If Tenant desires to assign the Lease, the notice shall be deemed an offer to assign the Lease to Landlord or a designee of Landlord upon the terms and conditions specified in Tenant's notice (provided that the effective date of the assignment shall not be earlier than thirty (30) days after the date of the giving of the notice). If Tenant desires to sublet the entire Demised Premises, the notice shall be deemed an offer to sublet the entire Demised Premises to Landlord or a designee of Landlord at the current rent payable hereunder and for the term specified in Tenant's notice (provided that the commencement of the proposed sublease shall not be earlier than thirty (30) days after the date of the giving of the notice) and upon such other terms and conditions as shall be provided in Tenant's notice or in this Article. Landlord (or Landlord's designee) may, at Landlord's option: (i) accept Tenant's offer to assign this Lease or sublet the Demised Premises or the applicable portion thereof to Landlord upon the terms and conditions of Tenant's notice except as otherwise herein provided; or (ii) 27 in the case of an offer of assignment, terminate this Lease; or (iii) in the case of an offer to sublease the Demised Premises, terminate the Lease. Said options may be exercised by Landlord by notice to Tenant at any portion time within thirty (30) days after such notice has been given by Tenant to Landlord, and during such thirty (30) day period Tenant shall not assign this Lease or sublet such space to any person. 21.03 If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet 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. 21.04 If Landlord exercises its option to sublet spacethe Demised Premises, 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, and shall be for the same term as that of the proposed subletting, and: (a) The sublease 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 suffer expressly set forth to the contrary in this Article; (b) Such sublease shall be upon the same terms and conditions as those contained in the proposed sublease, except such as are irrelevant or permit inapplicable and except as otherwise expressly set forth to the contrary in this Article; (c) Such sublease 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; (d) Such sublease shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord or its designee, 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 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; and (e) Such sublease shall also provide that: (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be used merged with any other estate held by either of said parties; (ii) any assignment or occupied subletting by othersLandlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, without in Landlord's prior written consent in each instance. A modificationuncontrolled discretion, amendment shall deem suitable 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 appropriate; (iii) Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, 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 or its designee, at Tenant's expense, may make such alterations as may be required or deemed necessary by Landlord to physically separate the bond required subleased 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 subtenant to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition. 21.05 In the event Landlord does not exercise its options as provided above to so sublet the Demised Premises or terminate this Lease in whole or in part and providing that Tenant is not in default of any of Tenant's obligations under this lease, Landlord's consent (which must be in writing and in form satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon condition that: (a) Tenant shall have complied with the provisions of Paragraph 21.02 and Landlord shall not have exercised any of its options under said paragraph within the time permitted therefor; (b) In Landlord's judgment the proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner which (i) is in keeping with the then standards of the Building, (ii) is limited to the Permitted Use, and (iii) will not violate any negative covenant as to use contained in any other lease 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 subtenant nor (ii) any person which, directly or indirectly controls, is controlled by, or otherwiseis under common control with, the proposed assignee or subtenant or any person who controls the proposed assignee or subtenant, is then an occupant of any part of the Building or any other building in Nassau County owned or operated under a ground or underlying lease by Landlord or any person which, directly or indirectly, controls, is controlled by, or is under common control with Landlord or any person who controls Landlord; (e) The proposed assignee or subtenant is not a person with whom Landlord is then negotiating to lease space in the Building; (f) The form of the proposed lease shall be in form satisfactory to Landlord and shall comply with the applicable provisions of this Article; (g) There shall not be more than one (1) subtenant 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 paying 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 Paragraph 21.02 above; (i) 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 the acceptability of the proposed assignee or subtenant, and legal costs incurred in connection with the granting of any requested consent; and (j) Tenant shall not have (i) advertised or publicized in any way the availability of the Demised Premises without prior notice or approval by Landlord, nor shall any advertisements state the name (as distinguished from the address) of the Building or the proposed rental, (ii) listed the Demised Premises for subletting, whether through a broker, agent, representative, 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. 21.06 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 or assignment to any other necessary sumssubtenant or assignee and/or acceptance of fixed rent or additional rent by Landlord from any subtenant, or assignee, 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 Demised Premises by Tenant or any person claiming through or under Tenant (except as provided above) shall or will be made except upon compliance with and subject to indemnify the provisions of this Article. If Landlord and shall decline to give its agents consent to any proposed assignment or sublease, or if Landlord shall exercise any of its options set forth above, 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. 21.07 In the event that (a) Landlord fails to exercise any of its options above 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 thirty (30) days after the giving of such lien consent, then, Tenant shall again comply with all of the provisions and conditions of Paragraph 21.02 above before assigning this Lease or subletting all of the Demised Premises. 21.08 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 brokerage services rendereda term ending later than fifteen (15) days prior to the expiration date of this Lease. (b) No assignment or sublease shall be valid, and no assignee or subtenant shall take possession of the Demised Premises or any part thereof, until an executed counterpart of such assignment or sublease has been delivered to Landlord. 31 (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 (1) month's rent. (d) In the case of an assignment, the assignee shall deliver to Landlord an agreement, in form and substance satisfactory to Landlord, wherein the assignee agrees to assume and be bound by each and every covenant, agreement, term, provision, and condition of this Lease on the part of the tenant hereunder to be kept and performed. 21.09 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 consideration paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale or rental of Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings, or other personal property less, in the case of a sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns); and (b) In the case of a sublease, 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 determined on the basis of Tenant's federal income tax returns). The sums payable under this subparagraph shall be paid to Landlord as and when paid by the subtenant to Tenant. 32 21.10 In the event Landlord shall withhold its consent to any proposed assignment or subletting by Tenant, Tenant's sole and exclusive remedy and recourse shall be an action for specific performance against Landlord attempting to compel the granting of consent. Landlord shall not be liable to Tenant or anyone else for any damages of any nature or description.

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(i) assign or mortgage this Lease or any right under or interest in it, mortgage (ii) allow this Lease to be assigned by operation of law or encumber this Leaseotherwise, nor underlet, or suffer or permit (iii) sublet the demised premises Premises or any part thereof of the Premises, or (iv) permit anyone to be used use or occupied by others, occupy the Premises or any part of the Premises in place of Tenant without the prior written consent of Landlord in each instanceLandlord. If Any sale or other transfer of a majority of the voting stock or partnership interest of Tenant or any guarantor of Tenant's obligations under this Lease shall be assignedconsidered an assignment for purposes of this Section 13. Any such assignment, mortgage or if the demised premises subletting without Landlord's consent shall be void and shall, at Landlord's option, constitute a breach of this Lease. Notwithstanding consent by Landlord of any subletting or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default assignment by Tenant, collect rent Tenant, any guarantor of Tenant's obligations under this Lease and each assignee and subtenant shall remain directly and primarily responsible and jointly and severally liable for payment of the Rent required under this Lease and for compliance with all of Tenant's other obligations, and no usage of the Premises different from the assignee, undertenant or occupant, and apply usage herein provided to be made by Tenant shall be permitted. In the net amount collected to event that the rent herein reserveddue and payable by an assignee or sublessee exceeds the Rent payable under this Lease, but no assignment, underletting, occupancy the excess rental or collection consideration 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 paid by Tenant of covenants on the part of Tenant herein contained. The consent by to 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 thereafterfollowing receipt of any excess rental or consideration by Tenant. Consent of Landlord to any assignment, at Tenant's expensemortgage or subletting shall constitute approval only as to that specific assignment, by filing the bond required by law, mortgage or otherwisesubletting, and paying none other. (b) Any request by Tenant for Landlord's consent to a specific assignment or sublease shall include (i) the name of the proposed assignee, sublessee or occupant, (ii) the nature of the proposed assignee's, sublessee's or occupant's business to be carried on in the Premises, (iii) a copy of the proposed assignment or sublease, and (iv) such financial information and such other information as Landlord may reasonably request concerning the proposed assignee, sublessee or occupant or its business. Landlord shall respond in writing, stating the reasons for any disapproval, within fifteen (15) business days after receipt of all information reasonably necessary to evaluate the proposed assignment or sublease. (c) Tenant shall pay to Landlord the reasonable amount of Landlord's cost of processing every proposed assignment or sublease including, but not limited to, attorneys' fees and the reasonable amount of all direct and indirect expenses incurred by Landlord arising from any assignee, sublessee or occupant taking occupancy. (d) Notwithstanding any other necessary sumsprovision set forth herein, Tenant shall be permitted to enter into a sublease (the "Sublease") of the Premises by and between Tenant, as sublandlord, and Fleet National Bank, a national banking association (the "Subtenant") as subtenant, for approximately Eighteen Thousand Sixty (18,060) square feet of space on the second floor of the Building and approximately Ten Thousand (10,000) square feet of space on the first floor of the Building. The Sublease shall be in the form attached hereto as Exhibit E. Provided that Subtenant is not in material default of the Sublease, Landlord shall not disturb Subtenant's quiet enjoyment of its premises under the Sublease for the entire term thereof. (e) Notwithstanding the foregoing provisions of this Section 13, an assignment, sublease or transfer of the Premises shall not require the consent of the Landlord if such assignment, sublease or transfer is to an Affiliate of the Tenant (as defined herein) provided such Affiliate agrees directly with Landlord to indemnify Landlord and its agents and hold them harmless from and against be bound by all obligations of Tenant hereunder. For purposes hereof, "Affiliate" means (i) any and all claimsentity directly controlling, losses controlled by or liability under common control with Tenant; (ii) any entity owning or controlling fifty percent (50%) or more of the outstanding voting interests of Tenant; (iii) any entity of which Tenant owns or controls fifty percent (50%) or more of the voting interests; (iv) any entity into which Tenant is merged or consolidated; (v) any entity into which Tenant is merged or any corporation or other entity resulting from such lien for brokerage services renderedthe consolidation of Tenant with some other entity; and (vi) any successor corporation to Tenant or other entity arising from any bona fide reorganization of Tenant. No subletting, assignment or transfer of this Lease either with or without the consent of Landlord shall relieve the Tenant from its obligations under this Lease and Tenant hereby guarantees the prompt and timely payment of all Base Rent and Additional Charges and the timely performance of all other obligations of Tenant hereunder. 14.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assign(a) assign (whether directly or indirectly), mortgage in whole or encumber in part, this Lease, nor underletor (b) allow this Lease to be assigned by dissolution, which dissolution shall be deemed an assignment for purposes of this Lease, or suffer (c) mortgage Tenant’s interest in either or permit both of the demised premises Premises and this Lease or pledge its interest in this Lease, or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above) the prior written consent of Landlord (and Landlord’s lender, if applicable), which consent shall not be unreasonably withheld or delayed. In making its determination to provide or withhold its consent, it shall be reasonable for Landlord to take into consideration both the business experience and the financial condition of the surviving entity that shall constitute its tenant after the occurrence of any of (a) through (d) above, and Landlord may impose reasonable conditions precedent to the issuance of its consent (e.g. delivery of a guarantee or other collateral, whether in the form of a security deposit or otherwise). Tenant may, however, assign this Lease or sublease a portion of the Premises to a wholly-owned subsidiary or through merger to a new controlling corporation, provided that Tenant advises Landlord (and Landlord’s lender, if applicable), in writing, in advance, and otherwise complies with the succeeding provisions of this Section. In no event shall any assignment or sublease ever release Tenant or any part thereof guarantor from any obligation or liability hereunder; and in the case of any assignment, Landlord shall retain all rights with respect to be used the Security Deposit. Any purported assignment or occupied by others, sublease made without the prior written consent of Landlord (and Landlord’s lender, if applicable) shall be absolutely null and void. No assignment of this Lease shall be effective and valid unless and until the assignee executes and delivers to Landlord (and Landlord’s lender, if applicable) any and all documentation reasonably required by Landlord (and Landlord’s lender, if applicable) in each instanceorder to evidence assignee’s assumption of all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Landlord pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the event of any termination of this Lease. If this Lease be is assigned, or if the demised premises Premises (or any part thereof be underlet thereof) are sublet 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 anyone other than Tenant, whether or not actually performedin violation of this Lease, the same shall be discharged by Tenant within ten Landlord or Agent may (10) days thereafter, at Tenant's expense, by filing the bond required by lawwithout prejudice to, or otherwisewaiver of Landlord’s rights), and paying any other necessary sumscollect Rent from the assignee, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses subtenant or liability resulting from such lien for brokerage services renderedoccupant.

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(i) assign or otherwise transfer, mortgage this Lease or encumber this Lease, nor underletany of its rights hereunder, or suffer (ii) sublet the Premises or any part thereof, or permit the demised premises use of the Premises or any part thereof to be used hereunder by any persons other than Tenant or occupied by othersits employees, agents and invitees, without the prior written consent of Landlord not to be unreasonably withheld, conditioned or delayed in each instance. If Landlord's consent to a proposed sublease or assignment shall not be unreasonably withheld provided the proposed assignee/subtenant is of a type and quality reasonably satisfactory to Landlord, and Landlord approves such entity's financial condition as being at least as good as Tenant's, and such proposed assignee/subtenant, is not a current tenant of the Building or the Park or an entity to which Landlord has submitted, during the three (3) month period prior to such request for consent, a written proposal to lease any space in the Building or the Park. The consent by Landlord to any assignment, transfer, or subletting to any entity shall not be construed as a waiver or release of Tenant from any provision of this Lease, unless expressly stated in writing (it being understood that in all instances, Tenant shall remain primarily liable as a principal and not as a guarantor or surety) nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any such provision. No consent by Landlord to any such assignment, transfer, or subletting, in any one instance shall constitute a waiver of the necessity for such consent in a subsequent instance, nor shall any consent by Landlord be construed to permit reassignment or resubletting by a permitted assignee or sublessee. For purpose of the foregoing, a transfer, conveyance, grant or pledge, directly or indirectly, in one or more transactions, of interests in Tenant (whether stock, partnership interest or other form of ownership or control), or the issuance of new interests, by which an aggregate of more than fifty percent (50%) of the interest in Tenant shall be vested in a party or parties who are not holders of such interest(s) as of the date hereof shall be deemed an assignment of this Lease; provided, however, that this limitation shall not apply to any publicly traded entity. Landlord's acceptance of any name for listing on the Building Directory will not be deemed, nor will it substitute for, Landlord's consent required under this Lease to any sublease, assignment or other occupancy of the Premises. In the event of an assignment or subletting not in conformance with the terms of this Lease, such assignment and/or subletting shall be assignedvoid ab initio, and Landlord shall have the right to terminate this Lease or to require that the Premises be surrendered to Landlord for the balance of the Term (in the case of an assignment) or for the term of the proposed sublease (in the case of a sublease). Such termination shall in no event be construed to limit Landlord's right to damages or any other relief for the violation of the terms of this Lease. This Article shall not affect or require Landlord's consent to any Lease assignment or transfer by operation of law in connection with a merger or consolidation, or if transfer of substantially all of the demised premises assets of Tenant. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan drawn to scale, depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). If Landlord's consent to such assignment or sublet is required hereunder, Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within fifteen (15) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured, effective the proposed effective date of the proposed assignment or sublease. If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease; provided, however Landlord shall promptly thereafter reimburse Tenant for the unamortized portion of the Tenant Improvement Work as to the space so recaptured. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Additional Rent and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (c) If for any assignment or sublease consented to by Landlord hereunder Tenant receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the Rent called for hereunder, or in case of sublease of part, in excess of such Rent fairly allocable to the part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, to pay to Landlord as additional rent equal to fifty percent (50%) of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt, after deduction for amortized cost of tenant improvements for the subtenant/assignee and all standard costs of the transaction amortized over term of sublease. (d) Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligations or alter the primary liability of Tenant to pay the rental and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. 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 remedies against such assignee or successor. (e) In the event that (i) the Premises or any part thereof be underlet are sublet and Tenant is in default under this Lease, or occupied by anybody other than Tenant, Landlord may, after default (ii) this Lease is assigned by Tenant, then, Landlord may collect rent from the assignee, undertenant assignee or occupant, subtenant and apply the net amount collected to the rent herein reserved, ; but no assignment, underletting, occupancy or such collection shall be deemed a waiver of the provisions hereofof this Section 26 with respect to assignment and subletting, or the acceptance of the assignee, undertenant such assignee or occupant subtenant as tenantTenant hereunder, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. The consent . (f) Tenant shall pay to Landlord all reasonable costs and expenses incurred by Landlord to an in connection with any assignment or underletting shall sublease requested by Tenant, whether or not in any way be construed Landlord's consent is granted, including without limitation, fees paid to relieve attorneys, accountants and space planners. (g) Tenant from obtaining may, without the express consent in writing of Landlord to and without triggering any further assignment right of recapture, assign this Lease or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet spacethe Demised Premises to any parent, subsidiary or otherwise suffer or permit affiliate of Tenant for a legitimate business purpose and, in such event, 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 provisions of a sublease subsections (b) and (c) 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.inapplicable thereto

Assignment and Subletting. Tenant(a) Except upon ▇▇▇▇▇▇▇▇'s prior written consent, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it which consent shall not assignbe unreasonably withheld, mortgage delayed or encumber conditioned, and except as otherwise expressly permitted herein, neither this Lease, Lease nor underlet, or suffer or permit the demised premises all or any part of the Premises shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the Premises nor any part thereof to shall be sublet or be used or occupied for any purpose by othersanyone other than Tenant (collectively, a "sublease"). Notwithstanding the foregoing, the issuance or transfer of any voting or non-voting stock of Tenant shall not constitute an assignment hereunder for which any consent is required and Tenant may assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant provided that the net worth of Tenant after such assignment or subletting or after such merger or consolidation with Tenant is equal to or greater than the net worth of Tenant at the date of this Lease), or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written ▇▇▇▇▇▇▇▇'s 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(collectively a "Permitted Transfer"), but no assignment, underletting, occupancy assignment or collection subletting shall be deemed a waiver relieve the original Tenant hereunder from its continuing liability for the performance of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release obligations 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 underlettinghereunder. In no event shall any permitted sublessee Tenant assign this Lease or encumber its sublease or further sublet all the Premises or any portion of its sublet space, or otherwise suffer or permit the sublet space thereof to any then-existing tenant or any part thereof prospective tenant of the Complex, with whom ▇▇▇▇▇▇▇▇ is engaged in active negotiations for alternative space in the Complex, provided Landlord so indicates the same to be used Tenant in writing promptly upon request by ▇▇▇▇▇▇ as to names of existing or occupied by others, prospective tenants with whom Landlord is then involved in negotiations. (b) Any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall entitle Landlord to exercise the remedies provided in Section 28 of this Lease. ▇▇▇▇▇▇▇▇'s consent to one assignment or sublease shall not be deemed to be a consent to any subsequent assignment or sublease. (i) If Tenant desires to assign this Lease or any interest therein or sublet all or part of the Premises (each instancehereinafter a "transfer") other than for a Permitted Transfer, Tenant shall first give Landlord written notice ("Transfer Notice") at least twenty (20) days in advance of the proposed transfer date. A modification, amendment or extension In the event of a sublease Permitted Transfer, Tenant shall be deemed first give Landlord 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 Transfer Notice at least ten (10) days thereafterin advance of the proposed transfer date. Tenant shall pay Landlord's reasonable costs incurred in reviewing the Transfer Notice (other than for a Permitted Transfer) and accompanying information in an amount not to exceed One Thousand Dollars ($1,000), regardless of whether the Landlord consents to the proposed transfer. Tenant shall deliver with the Tenant Notice the following: (i) the proposed sublease or assignment, designating the space proposed to be transferred and the terms proposed, (ii) the nature of the proposed subtenant's or assignee's business, and (iii) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee thereof. Other than for a Permitted Transfer, Landlord shall by written notice to Tenant given within twenty (20) days after receipt of the Tenant Notice and information specified above approve or disapprove the proposed assignment or sublease, and if disapproved, stating with particularity the basis for such disapproval. No approval of any assignment or sublease shall constitute any release of Tenant of its liability for the performance of all its obligations under this Lease. (c) In the event Tenant assigns or sublets to anyone (other than a Permitted Transfer), with the consent of Landlord, fifty percent (50%) of any "excess rent" received by Tenant shall be paid to Landlord. Excess rent, as herein defined, is the amount of rent and additional monetary consideration paid by the assignee or sublessee for such assignment or sublease over and above the Base Rent, additional rent and any other additional charges payable by Tenant under this Lease for the Premises or a portion thereof affected, less the reasonable expenses incurred by Tenant in entering into such assignment or sublease, e.g., broker leasing commissions, required retrofit (including any alterations or improvements for the successor occupant) and reasonable attorneys' fees. Such excess thereof shall be paid monthly as received by Tenant. Landlord shall have the right upon ten (10) days' written request, to inspect the books and records of Tenant relating to the receipt of excess rents which books and records shall be made available at the Tenant's expense, by filing the bond required by law, or otherwise, and paying principal corporate office. (d) Without limiting any other necessary sumsconditions stated in this Section 17, no permitted subletting or assignment by ▇▇▇▇▇▇ (including a Permitted Transfer) shall be effective until there has been delivered to Landlord a counterpart of the sublease or assignment in which: (i) if an assignment, the assignee assumes the obligations of Tenant under this Lease; (ii) Tenant acknowledges that it shall remain liable for the performance of all of the terms and Tenant agrees provisions of this Lease; (iii) if a sublease, the subtenant acknowledges that the Landlord may enforce the provisions of the Sublease directly against the subtenant, including any violation by subtenant of any of the provisions of this Lease; provided, however, that the subtenant shall be liable to indemnify Landlord for rent only in the amount set forth in the sublease; (iv) if a sublease, the subtenant may not further assign or sublet the sublet space without Landlord's prior written consent; (iv) if an assignment, that the assignee will comply with all of the provisions of this Lease; and (v) if an assignment, that Landlord may enforce the Lease provisions directly against such assignee. No permitted sublease or assignment shall be effective unless and until there has been delivered to Landlord a counterpart thereof. The failure or refusal of a subtenant or assignee to execute any such instrument shall not release or discharge the subtenant or 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 above.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not sublet the Premises in whole or in part or sell, assign, mortgage or encumber this Leaselien, nor underletencumber, or suffer in any manner transfer this Lease or assign or delegate the management or permit the demised premises use or occupancy of the Premises or any part thereof to be used or occupied by others, anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord in each instance. If and Tenant acknowledge and agree that the foregoing provisions have been freely negotiated by the parties hereto and that Landlord would not have entered into this Lease without Tenant's consent to the terms of this Paragraph 9. No assignment, transfer, mortgage, sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to any assignee or subtenant, shall in any way impair the continuing primary liability (which after an assignment shall 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 joint and several with the assignee, undertenant or occupant) of Tenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection approval in a particular instance shall be deemed to be a waiver of the provisions hereofobligation to obtain Landlord's approval in any other case. If for any approved assignment or sublease Tenant receives rent or other consideration, either initially or over the acceptance term of the assigneeassignment or sublease, undertenant or occupant as tenantin excess of the base rent hereunder, 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 case of a sublease of part of the Premises, in excess of the portion of such rent fairly allocable to such part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, Tenant shall pay to Landlord as additional rent one-half of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having an interest in the possession, use occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization base, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied, or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be deemed absolutely void and ineffective as a sublease. if conveyance of any lien is filed against right or interest in the demised premises possession, use, occupancy or utilization of any part of 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 renderedPremises.

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 othersTenant may not, without the prior written consent of Landlord in each instance. If Landlord, which consent may not be unreasonably withheld by Landlord, assign this Lease be assignedor any interest hereunder, or if sublet the demised premises Premises or any part thereof be underlet thereof, or occupied permit the use of the Premises by anybody any party other than Tenant. Landlord will be deemed reasonable in withholding its consent to any such request based on: (i) the poor business reputation of the proposed assignee, sublessee or transferee; (ii) the poor financial condition of the proposed assignee, sublessee or transferee; (iii) the fact that the use of the proposed assignee, sublessee or transferee is not in keeping with the nature of the Building or may affect the marketability of the Building; (iv) the fact that proposed assignee, sublessee or transferee is an existing tenant of the Project, or is a prospective tenant with respect to space in the Project; or (v) the fact that the use contemplated by the proposed assignee, sublessee or transferee would violate an exclusive granted by Landlord to another tenant of the Project or otherwise. In the event that Tenant is a corporation or entity other than an individual, any transfer of a majority or controlling interest in Tenant (whether by stock transfer, merger, operation of law or otherwise) shall be considered an assignment for purposes of this paragraph and shall require Landlord's prior written consent. Consent to one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon the prior written consent of Landlord. Subtenants or assignees shall become liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant's liability hereunder and, in the event of any default by Tenant under this Lease, Landlord may, after default by Tenantat its option, but without any obligation to do so, elect to treat such sublease or assignment as a direct Lease with Landlord and collect rent directly from the assigneesubtenant. In addition, 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 upon any request by Tenant of covenants on the part of Tenant herein contained. The for Landlord's consent by Landlord to an assignment or underletting sublease, Landlord may elect to terminate this Lease and recapture all of the Premises (in the event of an assignment request) or the applicable portion of the Premises (in the event of a subleasing request); provided, however, if Landlord notifies Tenant that Landlord elects to exercise this recapture right, Tenant may, within five (5) business days of its receipt of Landlord's notice, notify Landlord that Tenant withdraws its request to sublease or assign, in which case Tenant shall continue to lease all of the Premises, subject to the terms of this Lease and Landlord's recapture notice shall be null and void. If Tenant desires to assign or sublease, Tenant must provide written notice to Landlord describing the proposed transaction in detail and providing all documentation (including detailed financial information for the proposed assignee or subtenant) reasonably necessary to let Landlord evaluate the proposed transaction. Landlord shall notify Tenant within twenty (20) days of its receipt of such notice whether Landlord elects to exercise its recapture right and, if not, whether Landlord consents to the requested assignment or sublease. If Landlord fails to respond within such twenty (20) day period, Landlord will be deemed not in any way be construed to relieve Tenant from obtaining have elected to recapture and not to have consented to the express assignment or sublease. If Landlord does consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign sublease request and the assignee or encumber its sublease or further sublet all or any portion subtenant pays to Tenant an amount 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 by Tenant within ten Rent due under this Lease (10) days thereafter, at after deducting Tenant's expensereasonable, actual expenses in obtaining such assignment or sublease, amortized in equal monthly installments over the then remainder of the Term), Tenant shall pay 75% of such excess to Landlord as and when the monthly payments are received 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 renderedTenant.

Assignment and Subletting. Tenant18.1 Lessee shall not, for itselfeither voluntarily or by operation of law, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage 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 used or occupied as work space, storage space, mail drop, concession or otherwise, by others, anyone other than Lessee or Lessee's employees without the prior express written consent of Landlord Lessor in each instance, which consent shall be subject to such conditions as Lessor may deem appropriate. In the event Lessee desires to request approval to assign, hypothecate or otherwise transfer this Lease or sublet the Premises, then at least thirty (30) days prior to the date when Lessee desires the assignment or sublease to be effective (the "Assignment Date"), Lessee shall give Lessor a notice (the "Assignment Notice"), which shall set forth the name, address and business of the proposed assignees or sublessee, current and signed financial statements, credit information as required by Lessor, the Assignment Date, any ownership or commercial relationship between Lessee and the proposed assignee or sublessee, and the consideration and all other material terms and conditions of the proposed assignment or sublease, all in such detail as Lessor shall reasonably require. If Lessor requests additional detail, the Assignment Notice shall not be deemed to have been received until Lessor receives such additional detail, and Lessor may withhold action on the request to any assignment or sublease until such information is provided to it. Any sale, assignment, hypothecation or transfer of this Lease or subletting of the Premises that is not in compliance with the provisions of this Paragraph shall be assignedvoid and shall, at the option of Lessor, terminate this Lease. Any consent by Lessor to any assignment or if the demised premises subletting shall not be construed as relieving Lessee or any part thereof be underlet assignee of this Lease 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 sublessee 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 Premises from obtaining the express written consent in writing of Landlord Lessor to any further assignment or underlettingsubletting or as releasing Lessee or any assignee or sublessee of Lessee from any liability or obligation hereunder whether or not then accrued. In no the event Lessee requests Lessor's consent to an assignment or sublease, Lessee shall pay Lessor as additional rent a reasonable administrative fee for costs incurred in connection with evaluating the Assignment Notice. A minimum charge for this service shall be $200.00, and shall not exceed $750.00. Lessee also agrees to reimburse Lessor for Lessor's reasonable attorney's fees incurred in connection with the processing, review and documentation of any permitted sublessee such requested transfer, assignment, subletting, licensing or concession agreement, change of ownership or encumbrance of this Lease or Lessee's interest in and to the Premises, and for all other reasonable and necessary costs and consultants related thereto. A change in the majority of the ownership of the capital stock of a corporate Lessee or a change of partners in a partnership Lessee, shall constitute an assignment. Upon Lessor's consent, Lessee shall have the right to assign or encumber transfer any and all of its sublease rights and privileges under this Lease to any corporation or partnership in which Lessee is a principal. This section shall be fully applicable to all further sales, hypothecations, transfers, assignments and subleases of any portion of the Premises by any successor or assignee of Lessee, or any sublessee of the Premises. 18.2 Lessor may, in its absolute discretion, withhold consent to any assignment, sale, hypothecation or transfer of this Lease for any reason whatsoever. As used in this section, the subletting of substantially all of the Premises for substantially all of the remaining term of this Lease shall be deemed an assignment rather than a sublease. Notwithstanding the foregoing, Lessor shall consent to the assignment, sale or transfer if the Assignment Notice states that Lessee desires to assign the Lease to any entity into which Lessee is merged, with which Lessee is consolidated or which acquires all of substantially all of the assets of Lessee, provided that the assignee first executes, acknowledges and delivers to Lessor an agreement whereby the assignee agrees to be bound by all of the covenants and agreements in this Lease which Lessee has agreed to keep, observe or perform, that the assignee agrees that the provisions of this Paragraph shall be binding upon it as if it were the original Lessee hereunder and that the assignee shall have a net worth (determined in accordance with generally accepted accounting principles consistently applied) immediately after such assignment which is at least equal to the net worth (as so determined) of Lessee immediately prior to the assignment. 18.3 If Lessee shall sublet all or any portion of its the Premises, then any consideration paid by the sublessee for the portion of the Premises being sublet spacethat exceeds one hundred percent (100%) of the Basic Rent and rental adjustments provided by this Lease for such portion of the Premises being sublet shall be due, owing and payable from Lessee to Lessor when paid or otherwise suffer or permit owing by the sublet sublessee under the sublease. For the purpose of this Paragraph, the rent for each square foot of floor 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 the Premises 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 renderedequal.

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 Lease or any interest herein, (2) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the written consent of Landlord, which consent shall not be withheld unreasonably as set forth below in this Paragraph 23, provided that (i) Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder, (ii) Tenant has not previously assigned or transferred this Lease or any interest herein or subleased the Premises or any part thereof, and (iii) Tenant provides a fully completed Hazardous Materials Disclosure Certificate for such assignee or subtenant in the form of Exhibit G attached hereto. Tenant shall not voluntarily or by operation of law assign or transfer any right or interest under this Lease, nor underletincluding, 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 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 for the Premises, and shall provide current and prior annual financial statements for the preceding three (3) years (or less than three (3) years if assignee or subtenant has been in existence for less than three (3) years) for the proposed assignee or subtenant, which financial statements shall be audited, or suffer if audited financial statements are unavailable, such statements shall be certified by the 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 effect 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 fifteen (15) days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date of the proposed sublease of the entire Premises (as opposed to a portion of the Premises) for substantially the remainder of the Term or assignment of all of Tenant’s rights under this Lease, (2) sublease or take an assignment, as the case may be, from Tenant of the portion of Tenant’s interest in this Lease and/or the Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed agreement, (3) consent to the proposed assignment or sublease, or (4) 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 under this Lease nor is any event then occurring which, with the giving of notice or the passage of time, or both, would constitute a Default hereunder, 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 set forth in such subtenant’s sublease. In the event Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the interest, or portion thereof, in the Lease and/or the Premises that Tenant proposes to assign or sublease as provided in the foregoing clauses (1) and (2), respectively, 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, without limitation, any claims for any compensation or profit related to such lease or occupancy agreement. If Landlord elects to terminate this Lease as to a portion of the Premises as provided in this Paragraph 23(b), Tenant shall execute an amendment to this Lease to that effect within ten (10) days after Landlord’s written request, and if Landlord elects to sublease a portion of the Premises as provided in this Paragraph 23(b), Tenant shall be responsible for all demising and tenant improvement costs to effectuate the sublease. (c) Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all commercially reasonable criteria including, but not limited to, the following: (1) the creditworthiness and financial stability of the proposed assignee or subtenant, (2) the proposed sublessee or assignee conducts “freight forwarding,” “logistics” or any other use that results in truck usage greater than Tenant’s approved use, and (3) whether the proposed sublessee or assignee uses Hazardous Materials that pose a greater risk to the Property in the reasonable opinion of Landlord. 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 or with any other lease which restricts the use to which any space in the Building or the Project may be put, (ii) the proposed assignment or sublease requires alterations, improvements or additions to the Premises or portions thereof, (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with governmental safety and other codes, (iv) the demised premises proposed sublessee or assignee is either a governmental or quasi-governmental agency or instrumentality thereof; (v) the proposed sublessee or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed sublessee or assignee occupies space in the Project at the time of the request for Landlord’s consent; and (vi) if the proposed subtenant or assignee is a Prohibited Person, as defined in Paragraph 47. (d) If Landlord approves an assignment or subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the excess, if any, of (1) the rent and any additional rent, and any other consideration payable by the assignee or sublessee to Tenant, less (i) leasing commissions that are reasonable and customary for the local market in which the Premises are located, (ii) reasonable attorneys’ fees, and (iii) sublease related tenant improvement costs, if any, to the extent any such costs are incurred by Tenant in connection with such assignment or sublease; minus (2) Base Rent plus Additional Rent allocable to that part of the Premises affected by such assignment or sublease pursuant to the provisions of this Lease. For purposes of the aforesaid calculation, the foregoing costs shall be amortized on a straight-line basis over the term of such assignment or sublease. Such excess shall be referred to as the “Transfer Premium.” If part of the consideration for such transfer shall be payable other than in cash, Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple transfers, the Transfer Premium shall be calculated independently with respect to each transfer. The Transfer Premium due Landlord hereunder shall be paid within five (5) days after Tenant receives any Transfer Premium from the transferee. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any transfer shall be found to be understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord’s costs of such audit. The assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be amended or terminated without Landlord’s prior written consent, and shall contain a provision directing the assignee or subtenant to pay the rent and other sums due thereunder directly to Landlord upon receiving written notice from Landlord that Tenant is in Default under this Lease with respect to the payment of Rent. In the event that, notwithstanding the giving of such notice, Tenant collects any rent or other sums from the assignee or subtenant, then Tenant shall hold such sums in trust for the benefit of Landlord and shall immediately forward the same to Landlord. Landlord’s collection of such rent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or subtenant. (e) Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times remain fully and primarily responsible and liable for the payment of the Rent and for compliance with all of Tenant’s other obligations under this Lease (regardless of whether the approval of Landlord, or any such guarantor or surety, has been obtained for any such assignment or subletting). (f) Tenant shall pay Landlord’s reasonable fees (including, without limitation, the fees and expenses of Landlord’s counsel), incurred in connection with Landlord’s review and processing of documents regarding any proposed assignment or sublease. (g) A consent to one assignment, subletting, occupation or use shall not be deemed to be a consent to any other or subsequent assignment, subletting, occupation or use, and consent to any assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any assignment or subletting without Landlord’s consent shall be void, and shall, at the option of Landlord, constitute a Default under this Lease. (h) Tenant acknowledges and agrees that the restrictions, conditions and limitations imposed by this Paragraph 23 on Tenant’s ability to assign or transfer this Lease or any interest herein, to sublet the Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Premises, or to allow any other person to occupy or use the Premises or any portion thereof, are, for the purposes of California Civil Code Section 1951.4, as amended from time to time, and for all other purposes, reasonable at the time that the Lease was entered into, and shall be deemed to be reasonable at the time that Tenant seeks to assign or transfer this Lease or any interest herein, to sublet the Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Premises, or to allow any other person to occupy or use the Premises or any portion thereof. (i) Notwithstanding anything in this Lease to the contrary, if Landlord consents to an assignment or subletting by Tenant in accordance with the terms of this Paragraph 23, Tenant’s assignee or subtenant shall have no right to further assign this Lease or any interest therein or thereunder or to further sublease all or any portion of the Premises. In furtherance of the foregoing, Tenant acknowledges and agrees on behalf of itself and any assignee or subtenant claiming under it (and any such assignee or subtenant by accepting such assignment or sublease shall be deemed to acknowledge and agree) that no sub-subleases or further assignments of this Lease shall be permitted at any time. (j) If this Lease is assigned, whether or not in violation of the provisions of this Lease, Landlord may collect Rent from the assignee. If the Premises or any part thereof to be is sublet or 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, whether or not in violation of this Lease, Landlord may, after default a Default by Tenant, collect rent Rent from the assignee, undertenant subtenant or occupant. In either event, and Landlord may apply the net amount collected to the rent herein reservedRent, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of any of the provisions hereofof this Paragraph 23, 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 Tenant’s obligations under this Lease. If a third party (other than an assignee of this Lease or a subtenant or occupant of the Premises) pays Landlord Rent (whether or not on the part behalf of Tenant) or otherwise performs Tenant’s obligations under this Lease, Landlord’s acceptance of such Rent or performance shall not release Tenant herein containedfrom Tenant’s obligations under this Lease, but such third party, at Landlord’s option, shall be deemed a tenant under this Lease and, in such event, Tenant and such third party shall be jointly and severally liable for Tenant’s Lease obligations. The consent by Landlord to an assignment assignment, mortgaging, pledging, encumbering, transfer, use, occupancy or underletting subletting pursuant to any provision of this Lease shall not in any way be construed to not, except as otherwise provided herein, 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 other or further sublet all assignment, mortgaging, pledging, encumbering, transfer, use, occupancy or any portion subletting. (k) Without limiting the other transaction(s) that may constitute or result in an assignment of its sublet spacethis Lease, or otherwise suffer or permit each of 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 following shall be deemed a sublease. if any lien is filed against to be an assignment under this Lease: (1) the demised premises merger or the building consolidation of which the same form a part for brokerage services claimed to have been performed for TenantTenant with or into another entity, whether or not actually performedTenant is the surviving entity, except a merger of Tenant into a wholly-owned subsidiary to effect a reincorporation in another state; (2) except in the case of a public offering of securities registered with the Securities and Exchange Commission, a transfer, issuance, or dilution of greater than fifty percent (50%) of the ownership or beneficial interests (whether stock, partnership interest, membership interest or otherwise) in Tenant, either in a single transaction or a series of transactions (whether related or unrelated), such that the ultimate owners or holders (whether direct or indirect) of such interests on the date of this Lease cease to own more than fifty percent (50%) of the ownership or beneficial interest in Tenant; (3) the commencement of liquidation proceedings or the dissolution of Tenant (whether or not in connection with liquidation proceedings); (4) the conversion or change of Tenant into another type of entity (e.g., the same shall be discharged by Tenant within ten conversion of a corporation into a limited liability company); (105) days thereafterthe reorganization or restructuring of Tenant, at Tenant's expenseincluding, without limitation, by filing a spin-off or split-off; and (6) the bond change in the identity of such number of “controlling persons” as, under the organizational documents of Tenant, is the minimum number of persons required by lawto approve any act involving the management or operation of the business of Tenant; provided that subheading (1) if Tenant is the surviving entity, and subheadings (2) and (6) will not apply to Tenant if Tenant is a corporation the stock of which is listed on a national securities exchange (as this term is used in the Securities Exchange Act of 1934, as amended) or is publicly traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial journal (a “ Public Company”). For purposes of this Paragraph 23, (A) the term “controlling persons” means the directors if Tenant is a corporation, Tenant’s member(s) or managers if Tenant is a limited liability company, Tenant’s general partner(s) if Tenant is a partnership, or otherwiseother persons having equivalent control over said approval if another entity, and paying any other necessary sums(B) the term “organizational documents” means the charter, bylaws, and shareholders’ agreement if 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.is a corporati

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, Tenant agrees for itself, itself and its heirs, distributees, executors, administrators, legal representatives, permitted successors and assigns, expressly covenants assigns in interest hereunder that it shall not assignwill not: (i) assign or otherwise transfer, mortgage or otherwise encumber this Lease, nor underlet, Lease or suffer or permit any of its rights hereunder; (ii) sublet the demised premises Leased Premises or any part thereof or permit the occupancy or use of the Leased Premises or any part thereof by any person other than Tenant; and/or (iii) permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder or more than 49% of the ownership interest in Tenant (whether in one or more assignments or transfers totaling more than 49% in the aggregate) by operation of law or otherwise (each of the events referred to be used or occupied by othersin the foregoing clauses (i), (ii) and (iii) being hereinafter referred to as a "Transfer"), without the prior written consent of Landlord in each instanceinstance first obtained, which consent may be given or withheld in Landlord’s sole discretion. If this Lease Any consent given shall not constitute a consent to any subsequent Transfer. Any attempted Transfer without Landlord's consent shall be assignednull and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, sublessee, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenantoccupant. No Transfer, Landlord mayregardless of whether Landlord's consent has been granted, 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 to release Tenant from any of its obligations hereunder or to alter, impair or release the obligations of any person guaranteeing the obligations of Tenant hereunder. A Transfer shall be deemed to include any Transfer by sale, assignment, bequest, inheritance, operation of law, or other disposition of partnership interests or corporate shares or assets. Notwithstanding anything contained herein to the contrary, Landlord shall not be required to consider or review any Transfer request unless each such request by Tenant is accompanied by a waiver nonrefundable fee payable to Landlord in the amount of One Thousand and 00/100 Dollars ($1,000.00) to cover Landlord's administrative, legal and other costs and expenses incurred in processing each of Tenant's Transfer requests. Neither Tenant's payment nor Landlord's acceptance of such a fee shall be construed to impose any obligation whatsoever upon Landlord to consent to Tenant's Transfer request. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to a sublet or assignment of this Lease by Tenant provided that: (a) Tenant shall provide Landlord with reasonable financial information for Landlord to determine, in its reasonable discretion, whether such entity has a financial capacity and net worth sufficient to comply with the terms of this Lease; (b) such proposed subtenant or assignee shall continue to use the Leased Premises for general office use; (c) Landlord reasonably determines that the nature of the provisions hereofproposed subtenant's or assignee's business is appropriate for a first class office building; (d) such business shall not interfere with any existing exclusive uses within the Property; (e) Tenant is not in default, the acceptance of the assigneebeyond applicable grace and cure periods, undertenant or occupant as tenantif any, under any terms, covenants, or conditions of this Lease at the time the sublet or assignment is requested or consummated; and (f) such proposed sublet or assignment will not, in Landlord's reasonable determination, result in a release significantly increased demand for parking spaces at the Property. Other than as specifically provided in this section, Tenant shall not encumber this Lease in any way nor shall Tenant assign, or permit the assignment of, any of Tenant from the further performance by Tenant of covenants on the part of Tenant herein containedits rights under this Lease. The consent Consent by Landlord to an any assignment or underletting subletting shall not in any way be construed deemed to relieve release Tenant from obtaining any of its obligations hereunder or to alter, impair or release the express consent obligations of any person or entity guaranteeing the obligations of Tenant hereunder. Notwithstanding anything to the contrary contained in writing this Section 12, Tenant may assign this Lease or sublet the Leased Premsies for any 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 the then-remaining portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, unexpired lease term (without Landlord's consent, but upon thirty (30) days' prior written notice to Landlord) to (a) any parent, subsidiary or affiliate corporation, limited liability company or other entity of Tenant, (b) the surviving corporation, limited liability company or other entity in connection with a merger or consolidation of Tenant or any of its subsidiaries or parents, or (c) a purchaser of all or substantially all of the assets of Tenant or the stock of Tenant, provided that in either case, mentioned in this subsection (c): (i) the net worth of the assignee or sublessee shall not be less than the lesser or (A) the net worth of Tenant as of the date of this Lease, or (B) the net worth that a Landlord would reasonably require of the new tenant, taking into account the Tenant’s continued liability under this Lease (as evidenced by certified financial statements of such assignee or sublessee, delivered to Landlord simultaneously with Tenant's request for consent to so assign or sublet); (ii) such assignee or sublessee shall continue to operate the business in each instance. A modificationthe Premises in accordance with the Permitted Use and pursuant to all of the terms and provisions of this Lease; (iii) the tenant to which the Premises were initially leased shall continue to remain liable under this Lease for the performance of all terms, amendment including, but not limited to, the payment of rent and any other sums due under this Lease; (iv) Tenant shall not be in default (beyond applicable cure periods, if any) of any of the terms and provisions of this Lease on the effective date of such assignment, and (v) such assignee or extension of a sublease sublessee shall be deemed a sublease. if any lien is filed against of good reputation and have prior experience in the demised premises or business of it intends to conduct in 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 renderedPremises.

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 Leased Premises or permit the demised premises or any part thereof same to be occupied or used by anyone other than Tenant or occupied by others, its employees without the Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed. It will not be unreasonable for Landlord to withhold its consent if Landlord is acting in its best interests and not with the express intent of interfering with Tenant's proposed assignment or Sublease, and if the reputation, financial responsibility, or business of a proposed assignee or subtenant is unsatisfactory to Landlord, or if Landlord deems such business to not be consonant with that of other tenants in each instance. If this Lease be assignedthe Building, or if the demised premises intended use by the proposed assignee or subtenant conflicts with any part thereof commitment made by Landlord to any other tenant in the Building, or if the proposed rental rate is lower than the then current rate at which similar space in the Building is being offered by Landlord, or if the proposed subletting is to a prospective subtenant for less than fifty percent (50%) of the Leased Premises. Notwithstanding the foregoing, Tenant may assign or sublet the Leased Premises without Landlord's consent to a corporation which is a parent or subsidiary of Tenant or is affiliated with Tenant in a common group of corporations provided no such assignment or subletting shall relieve Tenant of its obligations and liabilities hereunder. Tenant's request for consent shall be underlet in writing and contain the name, address, and description of the business of the proposed assignee or occupied by anybody subtenant, its most recent financial statement and the other than Tenantevidence of financial responsibility, its intended use of the Leased Premises, and the terms and conditions of the proposed assignment or subletting. Within thirty (30) days from receipt of such request, Landlord mayshall either: (a) grant or refuse consent; or (b) elect to require Tenant (i) to execute an assignment of lease or sublease of Tenant's interest hereunder to Landlord or its designee upon the same terms and conditions as are contained herein, after default together with an assignment of Tenant's interest as sublessor in any such proposed sublease, or (ii) if the request is for consent to a proposed assignment of this Lease, to terminate this Lease and the term hereof effective as of the last day of the third month following the month in which the request was received. Each assignee 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 to be 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 of assumption by Tenant, collect rent from the assignee, undertenant but the failure or occupantrefusal of assignee to execute the same shall not release assignee from its Habifity as set forth herein. All the foregoing notwithstanding, and apply Tenant shall not enter into any lease, sublease, license, concession or other agreement for the net amount collected to the rent herein reserved, but no assignment, underlettinguse, occupancy or collection utilization of the Leased Premises or any portion thereof, which provides. for a rental or other payment for such use, occupancy or utilization based in whole or in part on the income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales). Any such purported lease, sublease, license, concession or other agreement shall be deemed absolutely void and ineffective as a conveyance or any right or interest in the possession, use or occupancy of any part of the Leased Premises. Any consent by Landlord hereunder shall 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 26 or a release of Tenant from the further full performance by Tenant of covenants on any of 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 spaceterms, covenants, provisions, 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 conditions 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 renderedthis Lease contained.

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, which consent Landlord may withhold in each instanceits sole and absolute discretion. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of 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 of Tenant’s obligations hereunder. For purpose of this Lease a transfer of more than fifty percent (50%) of the beneficial interest in Tenant or of the control of Tenant (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 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 that the proposed subtenant or assignee is financially responsible and will immediately occupy and hereafter use the entire Leased Premises (or any sublet portion thereof) for the remaining term of this Lease (or for the entire term of the sublease, if shorter). (c) Landlord shall have the option, in the event of any proposed assignment or subletting, to cancel this Lease as of the date the subletting or assignment described in Tenant’s notice is to be effective. The option shall be exercised, if at all, by Landlord’s giving Tenant written notice thereof within twenty (20) days following Landlord’s receipt of covenants Tenant’s written request. Upon cancellation, Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder through the date of cancellation, and Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding real estate commission obligation on the part of Landlord with respect to this Lease. Further, upon any such cancellation Landlord and Tenant herein containedshall have no further obligations or liabilities to each other under this Lease, except with respect to obligations or liabilities which accrue hereunder as of the cancellation date in the same manner as if such cancellation date were the date originally fixed for the expiration of the term hereof. The consent by Without limitation, Landlord may lease the Leased Premises to an assignment the prospective subtenant or underletting assignee, without liability to the Tenant. Landlord’s failure to exercise any right hereunder shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord waive Landlord’s right as to any further assignment subsequent proposed sublease or underletting. In no event assignment, nor shall any permitted sublessee assign or encumber its such failure be deemed to constitute Landlord’s right as to any subsequent proposed sublease or further sublet all or assignment, nor shall 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 such failure be deemed a sublease. if to constitute Landlord’s approval of the proposed sublease or assignment. (d) If Landlord does not cancel this Lease, Landlord agrees to approve 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 assignment by Tenant within ten (10) days thereafterto any corporation succeeding to substantially all the business and assets of Tenant by merger, at Tenant's expenseconsolidation, by filing the bond required by law, purchase of assets or otherwise, or any assignment or subletting to a corporation which is an affiliate of tenant. In other cases, provided that there is no event of default on the part of Tenant, Landlord agrees not to unreasonably withhold approval of any proposed subletting or assignment as to which Landlord declines its rights of cancellation hereunder provided the proposed transaction is consummated within thirty (30) days after Landlord’s approval, is upon the same terms and paying any other necessary sumsconditions disclosed to Landlord in Tenant’s notice, and Tenant agrees the assignment or subletting is with another financially responsible party whose use of the Leased Premises will not depreciate the value of the Leased Premises, or the value of the property adjacent thereto, or will not be extra hazardous with reference to indemnify the risk of fire or other hazards, and shall not result in any additional environmental risk for the Project. Any assignment or subletting without Landlord’s approval, where required hereunder, shall be void and of no effect. (e) Landlord shall have the right to transfer and assign, in whole or in part, any of its agents rights under this Lease, and hold them harmless from in the Building or Project referred to herein; and against any and all claimsto the extent that such assignee assumes Landlord’s obligations hereunder, losses or liability resulting Landlord shall by virtue of such assignment be released from such lien for brokerage services renderedobligation.

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, 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 Without the prior written consent of Landlord Landlord, which may be withheld or conditioned at its sole discretion, this Master Lease shall not, nor shall any interest of Tenant herein, be assigned or encumbered by operation of law, nor shall Tenant voluntarily or involuntarily assign, mortgage, encumber or hypothecate any interest in this Master Lease or sublet any portion of the Premises (except if the Business at any Facility is an assisted living facility, in the ordinary course of Tenant’s business to occupants of such Facility or their immediate family members using Tenant’s standard form occupancy lease, and except for subleases to occupational and physical therapy providers and for hospice purposes in each instancecase for not more than ten thousand (10,000) square feet in the aggregate per Facility). If Any of the foregoing acts without such consent shall be void and shall, at Landlord’s sole option, constitute an Event of Default giving rise to Landlord’s right, among other things, to terminate this Master Lease. An assignment of this Master 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 Tenant shall be deemed to include: (a) entering into a waiver management or similar agreement relating to the operation or control of any portion of the provisions hereofPremises with a Person that is not an Affiliate of Tenant; (b) any change (voluntary or involuntary, by operation of law or otherwise, including the acceptance transfer, assignment, sale, hypothecation or other disposition of any equity interest in Tenant) in the Person that ultimately exert effective Control over the management of the assignee, undertenant or occupant as tenant, or a release affairs of Tenant from as of the further performance by Tenant of covenants on the part date hereof; provided that an initial public offering of Tenant herein containedshall not be deemed to be an assignment of the Master Lease so long as thereafter less than twenty-five percent (25%) of the voting stock of Tenant is held by any Person or related group that did not have such ownership before the initial public offering; or (c) the sale or other transfer of all or any portion of any certificate of need, bed rights or other similar certificate or license relating to any portion of the Business or any portion of the Premises. The consent by Landlord Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent, assign this Master Lease or sublet the Premises or any portion thereof to an Affiliate of Tenant or any Guarantor if all of the following are first satisfied: (w) such Affiliate fully assumes Tenant’s obligations hereunder; (x) Tenant remains fully liable hereunder and any Guarantor remains fully liable under its guaranty; (y) the use of the applicable portion of the Premises remains unchanged; and (z) Landlord in its reasonable discretion shall have approved the form and content of all documents for such 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 underlettingsublease and received an executed counterpart thereof. In no event shall any permitted sublessee assign or encumber its sublease or further Tenant sublet all or any portion of its sublet spacethe Premises on any basis such that the rental to be paid by the sublessee would be based, in whole or in part, on either the income or profits derived by the business activities of the sublessee, or otherwise suffer or permit any other formula, such that any portion of the sublet space sublease rental received by Landlord would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the U.S. Internal Revenue Code, or any part thereof similar or successor provision thereto. [Tenant 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 renderedpropose permitted transfer exceptions.]

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 assign this Lease or encumber this Lease, nor underlet, any interest herein or suffer or permit sublet the demised premises Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord, which consent shall not be unreasonably withheld; Tenant shall not hypothecate this Lease or any interest herein or permit the use of the Premises by any party other than Tenant without the prior consent of Landlord, which consent may be withheld by Landlord in its discretion. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law without the consent of Landlord. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. In connection with each instanceconsent requested by ▇▇▇▇▇▇, ▇▇▇▇▇▇ shall submit to Landlord the terms of the proposed transaction, the identity of the parties to the transaction, the proposed documentation for the transaction, current financial statements of any proposed assignee or sublessee and all other information reasonably requested by ▇▇▇▇▇▇▇▇ concerning the proposed transaction and the parties involved therein. If As a further condition to any consent granted by ▇▇▇▇▇▇▇▇, the proposed assignee or sublessee shall agree in writing to perform for the benefit of Landlord all of the Tenant's obligations under this Lease or so much thereof as are allocable to any portion of the Premises proposed to be assignedsublet. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇'s consent shall not be required, and Landlord shall not have the recapture right provided below in subparagraph (c) of this Paragraph, in the case of a registered public offering of Tenant's stock, the merger of Tenant into or with another entity, or a sale of all or substantially all of the assets or stock of Tenant as a going concern, provided, in the case of any such offering, merger or sale, that Tenant is not in default hereunder, and that Tenant or the merged entity, in the case of the issuance or sale of stock or a merger, or the purchaser of Tenant's assets, has a net worth equal to or in excess of $1,000,000 following the conclusion of such transaction and any related transactions. (b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (1) the proposed assignee or sublessee is a governmental agency; (2) in Landlord's reasonable judgment, the use of the Premises would entail any alterations which would lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord; (3) in Landlord's reasonable judgment, the financial worth of the proposed assignee or sublessee does not meet the credit standards applied by Landlord for other tenants under leases with comparable terms, or the character, reputation or business of the proposed assignee or sublessee is not consistent with the quality of the other tenancies in the Building; (4) in Landlord's reasonable judgment, the proposed assignee or sublessee does not have a good reputation as a tenant of property; (5) Landlord has received from any prior lessor to the proposed assignee or subtenant a negative report concerning such prior ▇▇▇▇▇▇'s experience with the proposed assignee or subtenant; (6) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or subtenant; (7) the use of the Premises by the proposed assignee or subtenant will violate any applicable law, ordinance or regulation; (8) the proposed assignee or subtenant is a person with whom Landlord is negotiating to lease space in the Building or is currently a tenant in the Building; (9) Tenant is in default of any obligation of Tenant under this Lease, or Tenant has defaulted under this Lease on three or more occasions during the 12 months preceding the date that Tenant shall request consent; or (10) in the case of a subletting of less than the entire Premises, if the demised premises subletting would result in the division of the Premises into more than two subparcels or would require access to be provided through space leased or held for lease to another tenant or improvements to be made outside of the Premises. (c) If at any time or from time to time during the term of this Lease Tenant desires to sublet all or any part thereof of the Premises, Tenant shall give notice to Landlord setting forth the terms of the proposed subletting and the space so proposed to be underlet or occupied sublet. Landlord shall have the option, exercisable by anybody other than Tenantnotice given to Tenant within 20 days after ▇▇▇▇▇▇'s notice is given, to terminate the Lease as to that portion of the Premises proposed to be sublet, effective as of the date of the proposed subletting. Landlord may enter into a lease with the proposed subtenant. If ▇▇▇▇▇▇ proposes to assign this Lease, Landlord may, after default by notice given within 20 days of Tenant's notice, collect rent from the assignee, undertenant or occupant, and apply the net amount collected elect to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver terminate this Lease as of the provisions hereof, the acceptance date of the assigneeproposed assignment. If Landlord so terminates this Lease, undertenant Landlord may, if it elects, enter into a new lease covering the Premises or occupant a portion thereof with the intended assignee or subtenant on such terms as tenantLandlord and such person may agree, or enter into a release of new lease covering the Premises or a portion thereof with any other person; in such event, 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 be entitled to any way portion of the profit, if any, which Landlord may realize on account of such termination and reletting. Landlord's exercise of its aforesaid option shall not be construed to relieve Tenant from obtaining the express consent in writing of impose any liability upon Landlord with respect to any further assignment real estate brokerage commission(s) or underlettingany other costs or expenses incurred by Tenant in connection with its proposed subletting or assignment. In no event If Landlord does not exercise its options to terminate this Lease or sublet the Premises, Tenant shall be free to sublet such space to any permitted sublessee assign third party on the same terms set forth in the notice given to Landlord, subject to obtaining Landlord's prior consent as hereinabove provided. (d) As used in this paragraph, the term "assign" or encumber its sublease "assignment" shall include, without limitation, any sale, transfer or further sublet other disposition of all or any portion of its sublet spaceTenant's estate under this Lease, whether voluntary or involuntary, and whether by operation of law or otherwise suffer or permit including any of 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.following:

Assignment and Subletting. TenantNot to assign, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assigntransfer, mortgage or encumber pledge this LeaseLease or to grant a security interest in Tenant's rights hereunder, nor underlet, or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) or permit anyone other than Tenant to occupy all or any part of the Premises or suffer or permit this Lease or the demised premises leasehold interest hereby created or any part thereof other rights arising under this Lease to be used assigned, transferred or occupied encumbered, in whole or in part, whether voluntarily, involuntarily or by othersoperation of law, unless, in each instance (i) the prior written consent of Landlord thereto shall have been obtained, which consent shall not be unreasonably withheld, (ii) any defaults then existing with respect to the obligations of Tenant under this Lease shall have been cured, (iii) in the case of a proposed assignment, sublease or occupancy by another, the proposed assignee, sublessee, or occupant is qualified to do business in the state in which the Premises are located and such assignee, sublessee, or occupant executes and delivers to Landlord an agreement satisfactory to Landlord or its successors and assigns by which such assignee, sublessee or occupant shall be bound by and shall assume all the obligations of Tenant under this Lease relating to the portion or all of the Premises acquired by such assignee, sublessee or occupant. Tenant may assign this Lease or sublet any portion or all of the Premises to any corporation, partnership, trust, association or other business or organization (x) directly or indirectly controlling and beneficially owning Tenant, (y) directly or indirectly controlled by and beneficially owned by Tenant, or to any successor of Tenant by merger, consolidation or acquisition of substantially all of the assets of Tenant, without the prior written consent of Landlord as required in each instance(i) above, provided that (a) Tenant shall deliver to Landlord at least 30 day's advance notice of such proposed assignment or sublease, (b) in the case of a merger, consolidation or sale, the net worth of Tenant's successor (determined in accordance with generally accepted accounting principles) immediately after such merger, consolidation or sale shall be at least equal to the net worth of Tenant (similarly determined) immediately prior to such merger, consolidation or sale. In the event of a proposed subletting, Tenant's request for Landlord's consent shall constitute an offer to Landlord to release from this Lease that portion of the Premises proposed to be sublet, which offer Landlord may accept within 30 days after receipt. If Landlord accepts such offer, 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 to have been amended by deleting such portion from the Premises and by reducing the Fixed Rent by an amount equal to the product of the Fixed Rent multiplied times a fraction, the numerator of which shall be equal to the net rentable floor area of such portion deleted from the Premises and the denominator of which shall be equal to the net rentable floor area of the Premises including the deleted portion. Thereafter, for all purposes of this Lease the Premises shall mean the balance of the premises demised hereunder following deletion of the affected portion thereof, and all Additional Rent payable hereunder shall be adjusted pro-rata, accordingly. Such amendment shall be effective on the proposed effective date of the sublease as specified in Tenant's request for consent. Landlord's failure to accept Tenant's offer to release shall not constitute a consent to the proposed subletting. Any attempted assignment, transfer, mortgage, pledge, grant of security interest, sublease or other encumbrance, except as permitted by this Section 5.2.1, shall be void. No assignment, transfer, mortgage, grant of security interest, sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to any assignee, sublessee or occupant shall in any way impair Tenant's continuing primary liability (which after an assignment or subletting shall be joint and several with the assignee or sublessee) of Tenant hereunder, and no approval in a particular instance shall be deemed to be 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 obligation to an assignment or underletting shall not obtain Landlord's approval 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 renderedcase.

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 Lease or any interest therein, or any part thereof, without Landlord’s prior written consent in each of 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 copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by the assignee, together with a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing such assumption agreement, shall be sent to Landlord within ten (10) days from 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 underletfurther sublease the Leased Premises, or suffer or permit any portion thereof, and no assignee shall further assign its interest in this Lease nor sublease the demised premises Leased Premises, or any part thereof 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 failure 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 used a corporation, no change shall occur in one or occupied by others, 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 each instance. If this Lease be assigneddeciding whether to consent: (a) that the total assets and net worth of such entity after such change by consolidation, merger 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 otherwise shall be deemed a waiver 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 provisions hereofobligations and liabilities imposed upon Tenant hereunder and deliver the same to Landlord. (f) Without the prior written consent of Landlord, the acceptance of the assigneeTenant may not mortgage, 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 spacepledge, or otherwise suffer encumber its leasehold estate hereunder, and 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 corporation, 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 sublet space 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 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 perform all such obligations of the Tenant hereunder or any part thereof related documents to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease which Tenant is bound and shall be deemed a sublease. if any lien is filed against obligated to perform all such obligations of the demised premises or the building of which Tenant to the same form a part for brokerage services claimed 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 assets unless there shall be compliance with all of the foregoing provisions of subsection 17(g) of this Lease and unless the instrument referred to in subparagraph 17(g)(ii) above shall 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 delivered 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, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Section 24.01. 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, which consent shall not be unreasonably withheld or delayed. Any assignment of this Lease or any sublease of all or a portion of the Demised Premises made in violation of this Article XXIV shall be deemed null and void. Section 24.02. 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 sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant subtenant or occupant, as the case may be, 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 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 subletting shall not in any way be construed (i) to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingsubletting or (ii) release Tenant from any of its obligations under this Lease, including the payment of rent. 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. Section 24.03. A modificationIf Tenant shall desire to assign this Lease, amendment or extension to sublet the Demised Premises or any part thereof, it shall no later than thirty (30) 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 regarding the proposed assignee or subtenant and any other information Landlord may reasonably request (“Tenant’s Notice”). Landlord may, by notice to such effect given to Tenant within fifteen (15) days after either the receipt of Tenant’s request for consent or the receipt of such further information as Landlord may request pursuant to Section 24.03 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. Section 24.04. If Landlord shall not exercise its, option to terminate this Lease pursuant to Section 24.03 above, then Landlord shall be free to either consent or withhold its consent, in its sole and absolute discretion, to the proposed assignment or subletting referred to in Tenant’s Notice. In no event, however, will Landlord give its consent thereto unless the following further conditions shall be fulfilled: (a) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default; (b) The proposed assignee or subtenant shall have a financial standing to support the obligations to be incurred under such assignment or sublease; (c) Landlord does not or in Landlord’s reasonable judgment will not have, within six (6) months after the date of said Tenant’s notice, suitable space available for the proposed subtenant or assignee in any other building owned by Landlord in the vicinity of the Building, the proposed assignee or subtenant shall not then be a tenant, subtenant or assignee in any other building owned by Landlord in the vicinity of the Building, nor shall the proposed assignee or subtenant be a person or entity with whom Landlord is then negotiating to lease space in any other building owned by Landlord in the vicinity of the Building; (d) 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 legal costs incurred in connection with the granting of any requested consent; (e) The form of the proposed sublease shall be in a form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article; (f) 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 consistent with the then standards of the Building, and (ii) is limited to the use expressly permitted under this lease; (g) Tenant shall have complied with the provisions of Section 24.03 and Landlord shall not have exercised its option to terminate under said Section 24.03 within the time permitted therefor. Section 24.05. Every subletting hereunder is subject to the express condition, and by accepting a sublease hereunder each subtenant shall be conclusively deemed to have 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, 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 attorn to and recognize Landlord as the subtenant’s landlord under the sublease and the subtenant shall promptly execute and deliver any instrument Landlord may request to evidence such attornment. Nothing contained herein to the contrary shall be deemed a subleasewaiver by Landlord to collect any Rent or Additional Rent due hereunder from the Subtenant. Section 24.06. if Notwithstanding any lien is filed against assignment and assumption by the demised premises assignee of all or any part of the building obligations of Tenant hereunder, 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 obligations 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. Section 24.07. 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 shall execute and deliver to Landlord an agreement, whereby such assignee agrees unconditionally to be 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 shall not release the assignee from its liability for the obligations of Tenant hereunder assumed by acceptance of the assignment of this Lease. Section 24.08. If Tenant shall 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 form period (computed on a part for brokerage services claimed to have been performed for Tenantpro-rata per rentable square foot basis), whether or not actually performedTenant shall pay Landlord, as Additional Rent hereunder, the same amount of any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the Base Rent and Additional Rent accruing during the term of the sublease in respect of the Demised Premises pursuant to the terms hereof (computed on a pro-rata per rentable square foot basis). The sums payable under Section 24.08 shall be discharged paid to Landlord as Additional Rent as and when payable by Tenant within ten (10) days thereafter, at the subtenant to Tenant's expense. Section 24.09. Any transfer, by filing the bond required by lawoperation of law or otherwise, of Tenant’s interest in this Lease (in whole or in part) or of a thirty percent (30%) or greater interest in Tenant (whether stock, partnership interest, membership interest, or otherwise) shall be deemed an assignment of this Lease within the meaning of this Article, and paying and, as such, shall be subject to Landlord’s rights under this Article. If there has been a previous transfer of less than a thirty percent (30%) interest in Tenant, then any other necessary sumssimultaneous or subsequent transfer of an interest in Tenant which, and when added to the total percentage interest previously transferred, totals a transfer of greater than a thirty percent (30%) interest in Tenant, shall be deemed an assignment of Tenant’s interest in this Lease within the meaning of this Article. Notwithstanding anything contained to the contrary herein, if Tenant agrees merges with or is purchased by a company that is otherwise acceptable to indemnify Landlord, Landlord and will not unreasonably withhold or delay its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services renderedconsent under the provisions of this Article XXIV.

Assignment and Subletting. TenantExcept as otherwise expressly permitted hereunder, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Tenant shall not assignassign or in any manner transfer this lease or any estate, mortgage interest or encumber this Lease, nor underletbenefit therein, or suffer sublet said Premises or any part or parts thereof or permit the demised premises use of the same or any part thereof to be used or occupied by othersanyone other than Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. To the extent Landlord's consent is required, consent by Landlord to any assignment or transfer of interest under this lease, or subletting of said Premises or any part thereof shall not constitute consent to any other assignment, transfer of interest, or subletting, nor shall such consent relieve tenant of any obligations hereunder. (a) Upon obtaining a proposed assignee or subtenant, upon terms satisfactory to Tenant, Tenant shall, if Landlord's consent is required with respect to such transaction, submit to Landlord in each instance. writing at least thirty (30) days prior to the effective date of the proposed sublease or assignment; (1) the name of the proposed assignee or subtenant; (2) the terms and conditions of the proposed assignment or subletting; and (3) the nature and character of the business of the proposed assignee or subtenant and any other information reasonably requested by Landlord. (b) If this Lease be assigned, or if the demised premises Demised Premise or any part thereof be underlet sublet or occupied by anybody any person or persons other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant subsequent or occupant, occupant and apply the net amount collected to the rent herein reserved, ; but no assignment, underlettingsubletting, occupancy or collection of rent shall be deemed a waiver of the provisions hereofcovenants in this article, the nor shall it be deemed acceptance of the assignee, undertenant subtenant or occupant as a tenant, or a release of Tenant from the further full performance by Tenant of all the terms, condition and covenants of this lease. (c) Each permitted assignee or transferee shall assume and be deemed to have assumed this lease and shall be remain liable jointly and severally with Tenant for the payment of rent and additional rent and for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the part term of this lease. No assignment shall be binding on Landlord unless such assignee or Tenant shall deliver to Landlord a duplicate original of the instrument of assignment, in form reasonably satisfactory to Landlord, containing a covenant of assumption by the assignee of all of the obligations aforesaid and shall obtain from Landlord the aforesaid written consent prior thereto. (d) No attempted assignment or subletting, where approved by Landlord or not, shall relieve Tenant or any of his obligations under this lease nor any other act of non-act of Landlord. (e) Any provision of this Lease to the contrary notwithstanding, Tenant may assign this Lease or sublease the Premises, in whole or in part, without the express written consent of Landlord to: (i) any corporation into which or with which Tenant has merged or consolidated; (ii) any parent, subsidiary, successor, or affiliated corporation of Tenant; (iii) any person or entity that acquires all or substantially all of the assets or operations of Tenant herein containedwithin the metropolitan area in which the Premises are located; (iv) any partnership greater than twenty-five percent (25%) of which shall be owned by Tenant or the parent corporation of Tenant; (v) any franchisee of Tenant; or (vi) to any individual, entity or other party so long as the primary use of the Premises continues to be a restaurant and tavern for the retail sale of liquor and food and uses appurtenant thereto as permitted hereunder. No assignment shall operate to release Tenant of its liabilities and obligations arising hereunder after the date of such assignment. The consent assignee shall agree in writing to assume and perform all of the terms and conditions of this Lease on Tenant's part to be performed from and after the effective date of such assignment. (f) In the event that, at any time after the second (2nd) anniversary of the date of this Agreement, this lease shall be assigned or all or substantially all of the entire Premises shall be sublet to any party other than one described in Section 19(e)(i) through and including (iv) above, then Tenant or such assignee or subtenant (as the case may be) shall be required to post with Landlord a security deposit in the amount of triple (i. e., three times) the then (i.e., as of the effective date of the assignment or subletting) monthly Base Rent payable under this lease. The foregoing security deposit shall be deposited by Landlord in a separate bank account and returned to Tenant at the expiration of the term, unless Tenant shall have committed an assignment or underletting shall not "event of default" hereunder which remains uncured, in any way be construed to relieve Tenant from obtaining the express consent in writing of which event 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 permitted to apply the demised premises or security deposit as and to 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 extent permitted by Tenant within ten (10) days thereafter, at Tenant's expense, by filing the bond required by applicable 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 A. Tenant will not in any way assign, mortgage or otherwise encumber this Lease, in whole or in part, nor underletsublet any or all of the Leased Premises (herein sometimes collectively referred to as “Transfer”) without the prior written consent of Land- lord in each instance; provided that Landlord shall not unreasonably withhold its consent to Tenant's proposed sublease of the Leased Premises (and such standard of reasonableness shall apply only in the event of a proposed subletting of the Leased Premises by Tenant). Any attempted Transfer, assignment, subletting, li- cense or suffer hypothecation of this Lease or permit the demised premises Leased Premises or any part thereof to be used or occupied by othersthereof, without the prior written consent of the Landlord, shall constitute a default hereun- der and shall be void and confer no rights upon any third party. The consent by Landlord in each instanceto any assignment or subletting shall not constitute a waiver of the neces- sity for such consent to any subsequent assignment or subletting. This prohibition against any assignment or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. B. If this Lease be assigned, or if the demised premises Leased Premises or any part thereof be underlet is sublet or occupied by anybody anyone other than Tenant with Landlord's consent, Landlord shall continue to collect from Ten- ant the rent specified in the Section entitled “Rental” hereof; provided, however, if Tenant defaults in the payment of rent, and such default remains uncorrected more than five (5) days after Landlord serves notice of such default upon Tenant, Landlord mayLand- lord at its option, after default by Tenant, may collect rent directly from the assignee, undertenant subtenant or occupant, occupant and apply the net amount collected to the rent herein reserved. No such collection of rent from an assignee, but no assignment, underletting, occupancy subtenant or collection occupant shall be deemed a waiver of the provisions hereof, provision or the acceptance of the assignee, undertenant subtenant, or occupant as tenant, or a release of Tenant from the any further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment Notwithstanding any assignment, sublease, or underletting Transfer both Tenant and any guarantor of this Lease shall remain fully liable under this Lease, and shall not in be released from performing any way be construed to relieve Tenant from obtaining of the express consent terms, covenants and conditions of this Lease, unless and until the terms of this Lease are assumed 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 an assignee and approved in writing by 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. Section 14.1 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 the provisions of this Article 14 shall be void. Section 14.2 If Tenant intends to assign this Lease or sublet all or part of the Premises, Tenant shall give notice (a “Tenant’s Notice”) thereof to Landlord, setting forth: (a) as to an assignment of this Lease, the date Tenant desires the assignment to be effective and any consideration Tenant would receive for such assignment, (b) as to a sublease of all or a part of the Premises (i) the proposed commencement date (which shall be not less than thirty (30) nor more than one hundred and eighty (180) days after the giving of Tenant’s Notice) and expiration date of the sublease, (ii) the rental rate and other material business terms on which Tenant would sublease such premises, and (iii) a description of the Premises showing the portion to be sublet, (c) 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 Premises, (d) current financial information with respect to the proposed assignee or subtenant, including its most recent financial report, and (e) a true and complete copy of a sublease term sheet or summary of terms (which need not be legally binding) agreed to by Tenant and the proposed assignee or subtenant with respect to the proposed assignment or sublease, and any other agreements relating thereto. Tenant’s Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, (A) sublease such space (the “Leaseback Space”) from Tenant as provided in Section 14.4, or (B) if the proposed transaction is (1) an assignment of this Lease, or (2) a subleasesubletting of eighty percent (80%) or more of the Premises Area for all or substantially all of the remaining Term, terminate 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 The foregoing options may be exercised by Landlord by notice given 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 after delivery of Tenant's expense, by filing the bond required by law, or otherwise’s Notice to Landlord, and paying during such thirty-day period, Tenant shall not assign this Lease nor sublet such space to any Person 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 renderedthan Landlord.

Assignment and Subletting. TenantA. Without the prior written consent of Landlord, for itselfTenant shall have no power to and shall not, its heirseither voluntarily or involuntarily, distributeesby operation of law or otherwise, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Leasesell, nor underletpledge, encumber, mortgage, license, transfer, or suffer otherwise convey (together, “assign” or permit “assignment,” and any person or entity to whom an assignment is made being an “assignee”) this Lease or any rights or obligations of Tenant hereunder, or sublet the demised premises whole or any part thereof to be used of the Premises. Any such assignment or occupied by othersany subletting, without the prior written consent of Landlord, shall be null and void and may be deemed by Landlord (in Landlord’s sole discretion) an event of default under Paragraph 23 (Default by Tenant) of this Lease. Any assignment or subletting shall be expressly subject to all the terms and provisions of this Lease, including the provisions of Paragraph 5 pertaining to the use of the Premises. In the event of any Landlord-approved assignment or subletting, Tenant shall not assign this Lease or sublet the Premises without first obtaining a written agreement from each such assignee or sublessee whereby each such assignee or sublessee agrees to be bound by the terms and provisions of this Hangar Lease. No such assignment or subletting shall constitute a novation. In the event of the occurrence of an event of default while the Premises are assigned or sublet, Landlord, in addition to any other remedies provided herein or by Law, may, at Landlord’s option, collect directly from such assignee or subtenant all rents becoming due under such assignment or subletting and apply such rent against any sums due to Landlord hereunder. No direct collection by Landlord from any such assignee or subtenant shall release Tenant from the payment or performance of ▇▇▇▇▇▇’s obligations hereunder. ▇▇▇▇▇▇▇▇'s consent to any assignment or subletting will not waive its rights or remedies, and it will not stop Landlord from exercising its rights or remedies, with respect to any other actual or proposed assignment or subletting, and Landlord's consent to any assignment or subletting will not relieve Tenant or any guarantor of Tenant hereunder of any liability to Landlord under this Lease or otherwise. B. Notwithstanding the foregoing, Landlord hereby acknowledges and consents to Tenant’s subletting of the Premises for the purpose of renting hangar space for aircraft storage only, provided that each sublease is 1) made available for Landlord’s review and inspection during ▇▇▇▇▇▇'s normal business hours upon ▇▇▇▇▇▇▇▇’s written request, and 2) evidenced by written agreement, signed and executed by ▇▇▇▇▇▇ and the subtenant, and has incorporated therein and fairly states that: 1. each subtenant agrees to be bound by the terms and provisions of this Hangar Lease, including the provisions of Paragraph 5 pertaining to the use of the Premises. In the event of any conflict between the terms of this Hangar Lease and the terms of the sublease, the terms of the Hangar Lease shall control; 2. no such subletting shall constitute a novation. 3. in the event of occurrence of an event of default while the Premises are sublet, Landlord, in addition to any other rights or remedies provided herein or by Law, in equity, or otherwise, may, at Landlord’s option, collect directly from such subtenant all rents becoming due under such subletting and apply such rent against any sums due to Landlord under this Lease; 4. subtenant shall be obligated to obtain ▇▇▇▇▇▇▇▇’s consent to any action as to which Tenant is obligated to obtain such consent under this Hangar Lease; 5. any such sublease is to automatically terminate upon termination of this Hangar Lease notwithstanding any other provision of the sublease to the contrary; 6. Landlord shall have no responsibility or obligation for the performance by subtenant of its obligations under the sublease; and 7. neither this consent, the exercise by Landlord of its rights and/or remedies hereunder, nor the sublease or any other instrument shall give subtenant any rights, directly or indirectly, against Landlord or create or impose any obligation, duty, responsibility, or liability of Landlord in each instancefavor of or for the benefit of subtenant. If Further, ▇▇▇▇▇▇ agrees that in no way does any sublease release Tenant from any of its covenants, agreements, liabilities and duties under this Lease be assigned, or if Hangar Lease; that this consent does not constitute approval by Landlord of the demised premises or terms of 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 such sublease; that nothing herein reserved, but no assignment, underletting, occupancy or collection contained shall be deemed a waiver or release of any of the provisions hereofLandlord’s rights under this Hangar Lease; that Tenant shall remain fully liable for the performance of each and every term, provision, covenant, duty and obligation of the Tenant under this Hangar Lease including, without limitation, 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 duty 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 make any and all claimspayments of Rent. Any violation of any terms and conditions of this Hangar Lease by a subtenant will constitute a default by Tenant under this Hangar Lease. Upon Landlord's written request, losses Tenant shall provide to Landlord the names and addresses of any subtenants, and the make, model, aircraft type and “N” number of any aircraft stored or liability resulting from such lien for brokerage services renderedlocated on or in the Premises by Tenant or any subtenant.

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 Tenant shall not assign, transfer, mortgage or encumber pledge this Lease, nor underlet, Lease or grant a security interest in Tenant's rights hereunder or sublease all or any part of the Premises or suffer or permit this Lease or the demised premises leasehold estate hereby created or any part thereof other rights arising under this Lease to be used assigned, transferred or occupied by othersencumbered, in whole or in part, without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed. Any attempted assignment, transfer, mortgage, pledge, grant of security interest, sublease or other encumbrance, except with prior written approval thereof from Landlord, shall be void. No assignment, transfer, mortgage, grant of security interest, Sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to any assignee or sublessee, shall in each instance. If this Lease any way impair the continuing primary liability (which after an assignment shall 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 joint and several with the assignee, undertenant or occupant) of Tenant hereunder, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection approval in a particular instance shall be deemed to be a waiver of the provisions hereofobligation to obtain Landlord's approval in any other case. Notwithstanding the foregoing, the acceptance Tenant may enter into any 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 following transfers 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 of Landlord: (a) Tenant may sublease all or part of the Premises or assign its interest in each instance. A modificationthis Lease to any corporation which controls, amendment is controlled by, or extension is under common control with the original Tenant to this Lease by means of an ownership interest of more than 50%; (b) Tenant may assign its interest in this Lease to a sublease shall corporation which results from a merger, consolidation or other reorganization in which Tenant is not the surviving corporation; (c) Tenant may assign this Lease to a corporation which purchases or otherwise acquires all or substantially all of the assets of Tenant; and (d) Tenant may mortgage and/or pledge this Lease and the leasehold estate created hereby to The First National Bank of Boston, as Collateral Agent for a syndicate of lenders under that certain Revolving Credit and Term Loan Agreement to 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 entered into with Tenant, whether or pursuant to which such lenders have agreed to make revolving credit loans and term loans to Tenant in an aggregate amount 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 renderedexceed $43,000,000.

Assignment and Subletting. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it Subtenant shall not assign, mortgage assign this Sublease or encumber this Lease, any interest therein nor underletfurther sublet the Sublease Premises in whole or in part, or suffer any right or privilege appurtenant thereto nor permit the demised premises occupancy or use of any part thereof to be used or occupied by others, any person without the prior written consent of Landlord in each instance. If this Lease Sublandlord and Master Landlord, which consent shall not be assigned, unreasonably withheld 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 delayed pursuant to the terms of Paragraph 17 of the Master Lease. Subtenant acknowledges and agrees that in the event that Subtenant sublets or assigns this Sublease, any excess payments for rent herein reservedprofit due under Paragraph 17(E) of the Master Lease to the Master Landlord (if any) shall be the sole responsibility of Subtenant and Sublandlord shall have no liability or responsibility for payment of any portion of such excess payments. Subject to such obligation, but no assignmentSubtenant shall be entitled to retain any and all rent profit Subtenant receives from a third party during the Sublease Term. Except to the extent permitted above, underlettingany assignment or further subletting, occupancy or collection shall be deemed use by a waiver third party of the provisions hereof, Premises without 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 modificationof Sublandlord and/or Master Landlord shall, amendment at the option of the Sublandlord, terminate this Sublease and any such purported assignment, sub-sublease, occupancy or extension of a sublease use shall be deemed a subleasenull and void. if Without limiting the foregoing, any lien is filed against the demised premises further sublease 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 assignment by Subtenant under this Section 15 shall be discharged by Tenant within ten (10) days thereafter, at Tenant's expense, by filing subject to the bond costs and limitations set forth in Paragraph 17 of the Master Lease and such transferee shall be required by law, or otherwise, to provide the information required under Sections 11.2 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 rendered11.4 of this Sublease.

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).