Common use of Assignment; Sublease Clause in Contracts

Assignment; Sublease. TRANSFER, LIEN Lessee shall not sublicense any part of the Premises, or assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time to time, and such transfer shall bind and inure to the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted an assignment of this Lease Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any of the same be voluntary or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon the Premises or upon any structures or improvements thereon. In the event a lien is imposed, Lessee shall cause it to be discharged promptly. Lessee shall indemnify Paramount for any loss, expense or cost incurred by it in connection with any such lien. Paramount retains the right to create, or permit mortgages, trust deeds, or other encumbrances to be imposed against and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbrance.

Assignment; Sublease. TRANSFER, LIEN Lessee shall not sublicense any part of the Premises, or assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time to time, and such transfer shall bind and inure to the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted an assignment of this Lease Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any of the same be voluntary or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon the Premises or upon any structures or improvements thereon. In the event a lien is imposed, Lessee shall cause it to be discharged promptly. Lessee shall indemnify Paramount for any loss, expense or cost incurred by it in connection with any such lien. Paramount retains the right to create, or permit mortgages, trust deeds, or other encumbrances to be imposed against and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbrance.

Assignment; Sublease. TRANSFERTenant may not assign or encumber this Lease, LIEN Lessee and may not sublet any part or all of the Premises without the written consent of Landlord first had and obtained, such consent not to be unreasonably withheld. Any assignment or sublease to which Landlord may consent (one consent not being any basis to contend that Landlord should consent to a further change) shall not sublicense relieve Tenant of any or all of its obligations hereunder. In no event shall this Lease be assignable by operation of any law, and Tenant's rights hereunder may not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency or reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord, and Tenant expressly recognizes that Landlord's title is paramount, and that it can do nothing to affect or impair Landlord's title. In the event Tenant elects to sublease or assign all or part of the Premises, or assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any Landlord reserves the right to recapture that portion hereof from time to time, and such transfer shall bind and inure to the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise of the management and employees Premises which Tenant intends to sublease or assign for the purpose of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted an assignment of this Lease Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any of the same be voluntary or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon the Premises or upon any structures or improvements thereonLandlord pursuing a direct lease with a third party tenant. In the event a lien is imposedthat Landlord elects not to recapture that portion of the Premises Tenant intends to sublease or assign, Lessee then Tenant shall cause it be entitled to be discharged promptlyone hundred (100%) of the rental income paid by subtenant(s) or assignee. Lessee Notwithstanding the foregoing, Tenant shall indemnify Paramount for have the right, without the further consent of Landlord, to assign its interest in this Lease to any lossparent, expense or cost incurred by it in connection with any such lien. Paramount retains the right to createaffiliate, or permit mortgages, trust deedssubsidiary of Tenant, or other encumbrances to be imposed against and upon any entity acquiring substantially all of Tenant's assets or otherwise acquiring Tenant through merger or acquisition, in which event however Tenant shall remain liable for the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest fullfillment of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate undertakes to any such mortgage, trust deed or other encumbranceensure the performance by the assignee of ,all of the obligations of the Tenant under the present lease.

Assignment; Sublease. TRANSFER, LIEN Lessee (a) Tenant shall not sublicense assign, mortgage, pledge or otherwise transfer this Lease or make any part sublease of the Premises, or assignpermit occupancy of any part thereof by anyone other than Tenant (any such act being referred to herein as a "Transfer" and the other party with whom Xxxxxx undertakes such act being referred to herein as a "Transferee") without the prior written consent of Landlord. Without limitation of the foregoing, transfer Landlord may refuse consent to any Transfer to any governmental authority or encumber agency or to any Transfer which would cause Landlord to be in violation of any manner this Lease Agreement mortgage on the Property or any rightother agreement or instrument. In all other cases, privilegeXxxxxxxx agrees that it shall not unreasonably withhold its consent to any proposed Transfer of the Premises by Xxxxxx, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time pending Landlord's satisfactory review of the information to timebe supplied by Tenant regarding the proposed Transferee's creditworthiness and intended use of the Premises, and the compatibility of such transfer use with the other tenants and the character of the Building. Any request by Tenant for such consent shall bind be in writing and inure to shall include the benefit name of the proposed Transferee, the nature of its successors business and assigns. It is agreed that Paramount is contracting the technical skills and expertise proposed use of the management Premises, complete information as to its financial condition, and employees of Lessee the terms and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted an assignment of this Lease Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any conditions of the same be voluntary or involuntary or judicial proceedingsproposed Transfer. Lessee Tenant shall not permit any lien to be imposed upon supply such additional information about the Premises or upon any structures or improvements thereonproposed Transfer and Transferee as the Landlord reasonably requests. In the event a lien is imposed, Lessee Tenant shall cause it to be discharged promptly. Lessee shall indemnify Paramount reimburse Landlord for any loss, expense or cost incurred by it its legal and other expenses in connection with any such lienrequest for consent. Paramount retains the right to createIf Tenant is a corporation, or permit mortgages, trust deedspartnership, or other encumbrances to be imposed against and upon business organization, the Premisestransfer of ownership interests, any improvements thereon whether in one transaction or a series, forming a majority of the equity interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewithTenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. Notwithstanding the foregoing, Xxxxxxxx's consent will not be prior to and superior to required for the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbrance.following "

Assignment; Sublease. TRANSFER, LIEN Lessee (a) Tenant shall not sublicense assign, pledge, mortgage or otherwise transfer or encumber the Premises or this Lease, or sublease any part or all of the Premises or this Lease, or grant concessions or licenses to conduct operations on the Premises, in every case without Landlord’s and Prime Landlord’s prior written consent, which consent may be withheld by Landlord in Landlord’s reasonable discretion and which consent may be withheld by Prime Landlord to the extent permitted by the Prime Lease. Tenant shall not permit any transfer of its interest in the Premises or assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time to time, and such transfer shall bind and inure to the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted an assignment of this Lease Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason including as result of any bankruptcycorporate reorganization, bankruptcy actconsolidation or merger and further including assignments and subleases of its interest in the Premises or this Lease to its parent corporation or entity, insolvency, receivership proceedings, attachment, execution, other judicial process subsidiaries or sale by subsidiaries of its parent corporation or against Lessee, whether entity. Notwithstanding Landlord’s and/or Prime Landlord’s consent to any of the same foregoing, Tenant shall remain primarily liable to Landlord for the payment of rental then due and thereafter to become due and the performance of all other obligations of Tenant hereunder for the balance of the term hereof. Tenant agrees, that upon making any permitted assignment or subletting under this Lease, Tenant shall promptly furnish Landlord with an executed counterpart of the instrument of assignment or subletting. As a condition of any assignment or subletting, the assignee or subtenant shall agree in writing satisfactory to Prime Landlord, Landlord and their counsel, to assume, to be voluntary bound by, and to perform the obligations of this Lease to be performed by Tenant which relate to the space being assigned to or involuntary or judicial proceedingssubleased. Lessee Landlord’s and/or Prime Landlord’s consent to any of the foregoing shall not permit release or waive the prohibition against them thereafter or constitute a consent to any lien to other assignment, pledge, mortgage, encumbrance, transfer or sublease. If this Lease be imposed upon assigned or transferred, or if the Premises or upon any structures part thereof be subleased or improvements thereon. In occupied by anybody other than Tenant, whether with or without Landlord’s and/or Prime Landlord’s consent, Landlord may collect from the event a lien is imposedassignee, Lessee shall cause it to be discharged promptly. Lessee shall indemnify Paramount for sublessee or occupant, any loss, expense or cost incurred by it in connection with any such lien. Paramount retains the right to create, or permit mortgages, trust deeds, rental or other encumbrances to be imposed against charges payable by Tenant under this Lease, and upon apply the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior amount collected to the interest rental and other charges herein reserved, but such collection by Landlord shall not be deemed an acceptance of Lessee hereunderthe assignee, and Lessee hereby agrees that sublessee or occupant as a tenant, nor a consent to such assignment or sublease or occupancy, nor a release of Tenant from the performance by Tenant of Tenant’s obligations under this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbranceLease.

Assignment; Sublease. TRANSFER, LIEN Lessee Tenant shall not sublicense assign, pledge, mortgage or -------------------- otherwise encumber this lease or sublease any part or all of the Premises without Landlord's prior written consent, which shall not be unreasonably withheld or delayed, nor shall any transfer of Tenant's interest in the Premises by operation of law occur or be allowed to occur. Notwithstanding Landlord's consent to any of the foregoing, Tenant shall remain liable to Landlord for payment of rental then due and thereafter to become due and the performance of all other obligations of Tenant hereunder for the balance of the term hereof. Tenant agrees that, upon making any permitted assignment or subletting under this Lease, Tenant shall promptly furnish Landlord with an executed counterpart of the instrument of assignment or subletting. As a condition of any assignment or subletting, the assignee and/or subtenant must assume and agree in writing to perform all of the terms, conditions and provisions as contained in this Lease on the Tenant's part to be performed. Landlord's consent to any of the foregoing shall not release or waive the prohibition against it thereafter or constitute a consent to any other assignment, pledge, mortgage, encumbrance, transfer, or sublease. If this Lease be assigned, or if the Premises or any part thereof be subleased or occupied by anybody other than Tenant, whether with or without Landlord's consent, Landlord may collect from the assignee, sublessee, or occupant, any rental or other charges payable by Tenant under this Lease and not timely paid by Tenant, and apply the amount collected to the rental and other charges herein reserved, but such collection by Landlord shall not be deemed an acceptance of the assignee, sublessee, or occupant as a tenant, nor a consent to such assignment or sublease or occupancy, nor a release of Tenant from the performance by Tenant of this Lease. Notwithstanding the forgoing paragraph, Tenant may assign all or part of this Lease, or sublease all or part of the Premises, to (a) any corporation which has the power to direct Tenant's management and operation, or assignany corporation whose management and operation is controlled by Tenant, transfer or encumber (b) any corporation a majority of whose voting stock is owned by Tenant, or (c) any corporation in which or with which Tenant, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions for merger or consolidation of corporations, so long as the liabilities of the corporations participating in such merge or consolidation are assumed by the corporation surviving such merger or created by such consolidation, or (d) any manner corporation acquiring this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any and a substantial portion hereof from time to time, and such transfer shall bind and inure to the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted an assignment of this Lease Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any of the same be voluntary or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon the Premises or upon any structures or improvements thereon. In the event a lien is imposed, Lessee shall cause it to be discharged promptly. Lessee shall indemnify Paramount for any loss, expense or cost incurred by it in connection with any such lien. Paramount retains the right to create, or permit mortgages, trust deeds, or other encumbrances to be imposed against and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbranceTenant's assets.

Assignment; Sublease. TRANSFER, LIEN Lessee Tenant shall not sublicense assign its rights under this Lease or sublet the whole or any part of the PremisesPremises without Landlord's prior written consent. Landlord's consent will not be unreasonably withheld or delayed. In addition, Landlord acknowledges that its consent to an assignment or assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time to time, and such transfer sublease shall bind and inure to not be conditioned upon (i) the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise duration of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require proposed sublease so long as said term does not extend beyond the consent of Paramount as if such change constituted an assignment term of this Lease Agreement. Neither this Lease Agreementand any applicable renewal term, nor any right, privilege, license (ii) the financial condition or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any ability of the same be voluntary proposed sublessee, or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon (iii) the Premises or upon any structures or improvements thereoneconomic terms and conditions of such sublease. In the event that Landlord grants such consent, Tenant shall remain primarily liable to Landlord for the payment of all rent and for the full performance of the obligations under this Lease. Any assignment or subletting which does not conform with this Section 6.3 shall be void and a lien is imposeddefault hereunder. Notwithstanding the foregoing, Lessee shall cause it Tenant may, without Landlord's consent, assign or sublet the Premises to be discharged promptly. Lessee shall indemnify Paramount for its parent corporation or any losssubsidiary thereof, expense or cost incurred by it in connection with any such lien. Paramount retains the right to createif any, or permit mortgagesassign or sublet the Premises to any entity that acquires all or substantially all of Tenant's assets or controlling interest in the stock or is the surviving entity after merging with Tenant. Such an assignment or sublease shall be referred to herein as a "Permitted Transfer." Except for a Permitted Transfer, trust deedsif Tenant, or other encumbrances after exercise of its option to be imposed against and upon extend the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewithinitial Term of this Lease, shall be prior enter into a sublease or assignment that (x) extends past the expiration of the tenth (10th) anniversary of the Commencement Date and (y) covers forty percent (40%) or more of the Building, then Tenant shall pay to Landlord, on an annual basis, seventy-five percent (75%) of the "transfer premium", if any, as hereinafter defined, existing from and superior after the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the interest sublease or assignment (the "Sublease Rental") in excess of Lessee hereunder, the Base Rent and Lessee hereby agrees that additional rent payable by Tenant under this Lease Agreement during the corresponding annual period of the sublease or assignment (the "Lease Rental"), calculated on a pro rata basis if less than the entire Premises is subject and subordinate to any such mortgageassigned or sublet, trust deed or other encumbrance.less the following:

Assignment; Sublease. TRANSFER, LIEN Lessee Tenant shall not sublicense assign its rights under this Lease or sublet the whole or any part of the PremisesPremises without Landlord’s prior written consent. Landlord’s consent will not be unreasonably withheld or delayed. In addition, Landlord acknowledges that its consent to an assignment or assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time to time, and such transfer sublease shall bind and inure to not be conditioned upon (i) the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise duration of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require proposed sublease so long as said term does not extend beyond the consent of Paramount as if such change constituted an assignment term of this Lease Agreement. Neither this Lease Agreementand any applicable renewal term, nor any right, privilege, license (ii) the financial condition or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any ability of the same be voluntary proposed sublessee, or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon (iii) the Premises or upon any structures or improvements thereoneconomic terms and conditions of such sublease. In the event that Landlord grants such consent, Tenant shall remain primarily liable to Landlord for the payment of all rent and for the full performance of the obligations under this Lease. Any assignment or subletting which does not conform with this Section 6.3 shall be void and a lien is imposeddefault hereunder. Notwithstanding the foregoing, Lessee shall cause it Tenant may, without Landlord’s consent, assign or sublet the Premises to be discharged promptly. Lessee shall indemnify Paramount for its parent corporation or any losssubsidiary thereof, expense or cost incurred by it in connection with any such lien. Paramount retains the right to createif any, or permit mortgagesassign or sublet the Premises to any entity that acquires all or substantially all of Tenant’s assets or controlling interest in the stock or is the surviving entity after merging with Tenant. Such an assignment or sublease shall be referred to herein as a “Permitted Transfer.” Except for a Permitted Transfer, trust deedsif Tenant, or other encumbrances after exercise of its option to be imposed against and upon extend the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewithinitial Term of this Lease, shall be prior enter into a sublease or assignment that (x) extends past the expiration of the tenth (10th) anniversary of the Commencement Date and (y) covers forty percent (40%) or more of the Building, then Tenant shall pay to Landlord, on an annual basis, seventy-five percent (75%) of the “transfer premium”, if any, as hereinafter defined, existing from and superior after the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the interest sublease or assignment (the “Sublease Rental”) in excess of Lessee hereunder, the Base Rent and Lessee hereby agrees that additional rent payable by Tenant under this Lease Agreement during the corresponding annual period of the sublease or assignment (the “Lease Rental”), calculated on a pro rata basis if less than the entire Premises is subject and subordinate to any such mortgageassigned or sublet, trust deed or other encumbrance.less the following:

Assignment; Sublease. TRANSFERTenant shall not, LIEN Lessee shall not sublicense any part without the prior written consent of the PremisesLandlord, or assign, transfer or hypothecate, encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time to timeinterest hereunder, and such transfer shall bind and inure to or sublet the benefit of its successors and assigns. It is agreed that Paramount is contracting Premises or any part thereof, or permit the technical skills and expertise use of the management and employees of Lessee and Premises by any significant change in ownership party other than Tenant. If Tenant desires to sublease the Premises or management of Lessee any part thereof, Tenant shall require submit to Landlord a written request for the consent of Paramount Landlord to such subletting, which request shall be accompanied by the name and address of the proposed subtenant, a description identifying the space to be sublet, a copy of the fully executed sublease conditioned only upon approval of Landlord, the nature and character of the business of the proposed subtenant, and its proposed use of the Premises, current financial information on the proposed subtenant and such other information as Landlord may request. Consent to any assignment or sublease shall not be unreasonably withheld. The Tenant acknowledges that Landlord is entitled to withhold its consent in the event the nature and character of the business of the proposed tenant, its proposed use of the Premises or the financial condition of the proposed tenant is objectionable or unsatisfactory to Landlord. Any Landlord consent to an assignment or sublease shall not nullify this provision, and all later assignments or subleases shall be made likewise only after the prior written consent of Landlord is obtained in each instance. Unless otherwise expressly agreed to by Landlord in writing, no sublease or assignment by Tenant shall relieve Tenant of any liability hereunder. Tenant acknowledges and agrees that Landlord may condition its consent to any proposed assignment or sublease upon the agreement of Tenant to pay to Landlord the excess, if any, of the rentals and other charges to be paid by Tenant’s assignee or sublessee under the terms and provisions of such change constituted proposed assignment or sublease over the Annual Rent and Additional Rent and other charges to be paid by Tenant to Landlord hereunder. The occupancy of the Premises by any successor firm of the Tenant or by any firm into which or with which the Tenant may become merged or consolidated shall be deemed an assignment of this Lease Agreementrequiring the prior written consent of Landlord. Neither Notwithstanding the giving by Landlord of its consent to any assignment or sublease with respect to the Premises, no such assignee or sublessee may exercise any expansion option, right of first refusal option, or renewal option under this Lease Agreement, nor except in accordance with a separate written agreement entered into directly between such assignee of sublessee and Landlord. In no event shall Tenant (1) advertise or publicize in any right, privilege, license way the availability of all or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any part of the same be voluntary Premises without the prior written consent of the Landlord, or involuntary (2) advertise or judicial proceedings. Lessee shall not permit any lien to be imposed upon publicize the Premises for subletting whether through a broker, agent, representative or upon any structures or improvements thereonotherwise at a rental rate less than that for which space in the Building is being offered for rent by Landlord. In the event a lien is imposedTenant agrees to pay to Landlord, Lessee shall cause it to be discharged promptly. Lessee shall indemnify Paramount for any losson demand, expense or cost all reasonable costs (including attorneys’ fees) incurred by it Landlord in connection with any such lienrequest by Tenant for Landlord’s consent to any assignment or subletting. Paramount retains the right to create, or permit mortgages, trust deeds, or other encumbrances to be imposed against and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that Landlord may assign this Lease Agreement is subject and subordinate to any such mortgage, trust deed construction or other encumbrance.permanent mortgagee (“Mortgagee”) of the Property as additional security for the payment of any loan thereby

Assignment; Sublease. TRANSFER, LIEN Lessee Tenant shall not sublicense any part of the Premises, or assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may (i) assign or otherwise transfer this Lease Agreement Sublease or the term and estate hereby granted, (ii) sublet the Sublease Premises or any portion hereof from time part thereof of allow the same to timebe used or occupied by others or in violation of the Xxxxxxxxx, or (iii) mortgage, pledge or encumber this Sublease or the Sublease Premises or any part thereof in any manner, without the prior consent of the Landlord and the Overlandlord. Landlord shall not unreasonably withhold its consent. Any transfer of twenty-five (25%)percent or more of the outstanding ownership interest or assets of Tenant shall be deemed an assignment hereunder. If the Landlord and Overlandlord consent to any assignment or subletting, the subtenant must conform to all the terms, covenants and conditions of this sublease. Notwithstanding such subletting or assignment, the Tenant in this Sublease shall remain directly and primarily liable for performance of the terms and conditions of this Sublease, and such transfer the Landlord shall bind have the right to require and inure demand that the Tenant pay and perform the terms of this Lease. Any surplus monies made above the Sublease or a sublease or assignment basis shall be paid to the benefit Landlord. Tenant's share of its successors said surplus above the Tenant's current rent will be paid each and assignsevery month as Additional Rent if and when a sublease or assignment occurs. It is agreed that Paramount is contracting Surplus shall be deemed to be the technical skills and expertise excess of the management and employees of Lessee and any significant change in ownership rent received by the Tenant from its sublessees or management of Lessee shall require assignees over the consent of Paramount as if such change constituted an assignment of this Lease AgreementBasic Rent paid by the Tenant. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any of the same be voluntary or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon the Premises or upon any structures or improvements thereonhereunder. In the event a lien is imposedTenant shall assign or sublet the premises, Lessee upon receipt of Landlord's and Overlandlord's consent, the Tenant shall cause it to be discharged promptly. Lessee shall indemnify Paramount for any loss, expense or cost incurred by it in connection with any such lien. Paramount retains the right to create, or permit mortgages, trust deeds, or other encumbrances to be imposed against and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and pay all reasonable costs and expenses in connection therewithincurred by Landlord and Overlandlord, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbranceincluding reasonable attorney's fees.

Assignment; Sublease. TRANSFERSublessee shall not, LIEN Lessee without prior consent of Sublessor, which consent shall not sublicense any part of the Premisesbe unreasonably withheld, or assign, transfer or encumber in any manner this Lease Agreement or any rightmortgage, privilege, license or interest conferred hereby. Paramount may assign pledge or otherwise transfer this Lease Agreement Sublease or make any sublease, or permit occupancy of the Premises or any portion hereof from time to time, and part thereof by anyone other than Sublessee; any assignment or sublease made without such transfer shall bind and inure to the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted an assignment of this Lease Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable void; as additional rent, Sublessee shall reimburse Sublessor promptly for reasonable legal and other expense incurred by operation Sublessor in connection with any request by Sublessee for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of lawSublessee (which, by reason of any bankruptcyfollowing assignment, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether shall be joint and several with the assignee); and no consent to any of the same foregoing in a specific instance shall operate as a waiver in any subsequent instance. Notwithstanding anything in this paragraph to the contrary, provided that ten (10) days' prior notice is given to Sublessor (unless due to the confidential nature of the transaction prior notice cannot be voluntary or involuntary or judicial proceedings. Lessee lawfully given in which event notice shall be given as soon as Sublessee may be permitted to do so), the prior approval of the Sublessor and the Prime Lessor shall not permit be required for the assignment (a "Permitted Assignment") of this Sublease to any lien corporation or business entity into or with which the Sublessee is merged or consolidated or to which substantially all of the Sublessee's assets or corporate stock are transferred provided that in any such event (i) following any such transfer Sublessee has (or in the case of a merger or consolidation, the successor to Sublessee has) a creditworthiness at least as satisfactory to Sublessor (in its sole discretion) as the creditworthiness of Sublessee both as of the date hereof and the date immediately prior to such transfer and (ii) the successor agrees directly with Sublessor by written instrument in form satisfactory to Sublessor, to be imposed upon bound by all the Premises or upon obligations of Sublessee hereunder, including without limitation, the covenant against further assignment and subletting. Sublessor agrees to respect the confidential nature of any structures or improvements thereoninformation delivered to it pursuant to this paragraph. In the event that Sublessee requests the right to undertake an assignment or sublease (other than a lien is imposedPermitted Assignment), Lessee Sublessor shall cause it have the right to terminate this Sublease in the event of an assignment (or to recapture the portion of the Premises proposed to be discharged promptlysublet in the event of a sublease) as of the proposed effective date of such assignment or sublease unless Sublessee, within 10 days after receipt of Sublessor's notice of its intention to terminate or recapture, withdraws its request to assign or sublease. Lessee Furthermore, in the event of such an assignment or sublease, Sublessee shall indemnify Paramount for pay to Sublessor, as additional rent hereunder, any loss, expense sums payable to Sublessee under such sublease or cost assignment in excess of the amounts payable by Sublessee to Sublessor with respect to the space so subleased or assigned after deducting Sublessee's reasonable out of pocket costs incurred by it in connection with any such lien. Paramount retains the right to create, sublease or permit mortgages, trust deeds, or other encumbrances to be imposed against and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbranceassignment.

Assignment; Sublease. TRANSFER, LIEN Lessee X. Xxxxxx shall not sublicense any part without prior consent of the Premises, or Landlord assign, transfer or encumber in any manner this Lease Agreement or any rightmortgage, privilege, license or interest conferred hereby. Paramount may assign pledge or otherwise transfer this Lease Agreement or make any sublease, or permit occupancy of the Premises or any portion hereof from time part thereof by anyone other than Tenant. In connection with any request by Tenant for such consent to timeassignment or subletting, to submit to Landlord in writing ("Tenant's Sublease Notice") (i) the name of the proposed assignee or subtenant, (ii) such information as to its financial responsibility and standing as Landlord may reasonably require, and such transfer (iii) all of the terms and provisions upon which the proposed assignment or subletting is to be made. Landlord shall bind and inure not unreasonably withhold its consent to the benefit of its successors proposed assignment or subletting to the specific assignee or subtenant set forth in Tenant's Sublease Notice, provided that (i) Tenant and assigns. It is agreed that Paramount is contracting the technical skills and expertise assignee or subtenant set forth in Tenant's Sublease Notice have executed an assignment or sublease including terms which do not differ materially from those set forth in Tenant's Sublease Notice within three (3) months of the management date of such Notice, (ii) the terms and employees provisions of Lessee and any significant change in ownership such assignment or management subletting shall specifically make applicable to the assignee or sublessee all of Lessee shall require the consent of Paramount as if such change constituted an assignment provisions of this Lease Agreement. Neither Section 5.6 so that Landlord shall have against the assignee or sublessee all rights with respect to any further assignment and subletting which are set forth herein; (iii) the character of the proposed assignee or subtenant is consistent with the character of the Building and the proposed assignee or subtenant intends to use the Premises for the Permitted Uses; (iv) the proposed assignee or subtenant has a good reputation and relevant prior business experience; (v) the proposed assignee or subtenant has a net worth sufficient, in Landlord's reasonable determination, to satisfy the obligations of Tenant under this Lease AgreementLease; (vi) no assignment or subletting shall affect the continuing primary liability of Tenant (which, nor any rightfollowing assignment, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether joint and several with the assignee); (vii) no consent to any of the same foregoing in a specific instance shall operate as a waiver in any subsequent instance; (viii) no consent shall be voluntary deemed unreasonably withheld by Landlord to the extent the granting of consent might cause Landlord to be in default under any mortgage; and (ix) no assignment shall be binding upon Landlord or involuntary any of Landlord's mortgagees, unless Tenant shall deliver to Landlord an instrument in recordable form which contains a covenant of assumption by the assignee running to Landlord and all persons claiming by, through or judicial proceedings. Lessee under Landlord, but the failure or refusal of the assignee to execute such instrument of assumption shall not permit any lien to be imposed upon release or discharge the Premises or upon any structures or improvements thereonassignee from its liability as Tenant hereunder. In the event Tenant and the proposed assignee or sublessee have failed to execute a lien is imposedlease within three (3) months of the date of Tenant's Sublease Notice, Lessee Xxxxxx's right to assign or sublet shall cause it again be subject to the provisions of Section 5.6(A). Landlord shall be discharged entitled to receive all amounts, whether characterized as consideration for the assignment, differences in rent, or otherwise, received by Tenant in excess of the Annual Fixed Rent and additional rent reserved in this Lease applicable to the space being so assigned or sublet ("Excess Rent"). Excess Rent shall be payable by Tenant to Landlord in monthly installments within three (3) days after receipt by Tenant. Tenant shall reimburse Landlord promptly. Lessee shall indemnify Paramount , as additional rent, for any loss, expense or cost reasonable legal and other expenses incurred by it Landlord in connection with any such lien. Paramount retains the right request by Tenant for consent to create, assignment or permit mortgages, trust deeds, or other encumbrances to be imposed against and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbrancesubletting.

Assignment; Sublease. TRANSFERNeither Tenant nor Tenant's legal representatives or successors in interest, LIEN Lessee by operation of law or otherwise, may or shall not sublicense assign this Lease, or sublet or permit all or any part of the PremisesPremises to be used by others, without the prior written consent of Landlord in each instance. Landlord agrees that it will not unreasonably withhold or delay its consent to such a subletting or such an assignment. Any mortgage, pledge, encumbrance, or assigntransfer, transfer whether voluntary, involuntary or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time to time, and such transfer shall bind and inure to the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted an assignment of this Lease Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason is and shall be deemed an assignment hereunder. Additionally, if Tenant is not an individual, any merger, consolidation, reorganization, or liquidation of Tenant, and any sale or transfer of a majority of any bankruptcymember’s, bankruptcy actpartner’s or stockholder’s interest in Tenant during the term of this Lease shall constitute an assignment for purposes of this paragraph. Any assignment or subletting without Landlord’s prior written consent shall be voidable by Landlord. Despite Landlord’s consent to any assignment or subletting, insolvencyTenant, receivership proceedingsand all guarantors of Tenant’s performance hereunder, attachment, execution, other judicial process or sale by or against Lessee, whether any shall continue to remain completely liable for the performance of all of the same be voluntary obligations of Tenant under this Lease. Landlord, at its option, may prescribe the substance and form of such assignment or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon the Premises or upon any structures or improvements thereonsublease documents. In the event a lien is imposedof the transfer, Lessee shall cause it to be discharged promptly. Lessee shall indemnify Paramount for any loss, expense sale or cost incurred assignment by it Landlord of its interest in connection with any such lien. Paramount retains this Lease and/or the right to create, real property or permit mortgages, trust deeds, or other encumbrances to be imposed against and upon building containing the Premises, either of which it may do at its sole option, Landlord shall upon such transfer, sale or assignment be released from any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee further obligations hereunder, and Lessee hereby Tenant agrees that this Lease Agreement is subject to attorn to and subordinate look solely to any Landlord's successor in interest for performance of Landlord’s obligations hereunder and to release and hold Landlord harmless from all claims arising from or after such mortgagetransfer, trust deed sale or other encumbranceassignment.

Assignment; Sublease. TRANSFER, LIEN Lessee X. Xxxxxx shall not sublicense any part without prior consent of the Premises, or Landlord assign, transfer or encumber in any manner this Lease Agreement or any rightmortgage, privilege, license or interest conferred hereby. Paramount may assign pledge or otherwise transfer this Lease Agreement or make any sublease, or permit occupancy of the Premises or any portion hereof from time part thereof by anyone other than Tenant. In connection with any request by Tenant for such consent to timeassignment or subletting, to submit to Landlord in writing ("Tenant's Sublease Notice") (i) the name of the proposed assignee or subtenant, (ii) such information as to its financial responsibility and standing as Landlord may reasonably require, and such transfer (iii) all of the terms and provisions upon which the proposed assignment or subletting is to be made. Landlord shall bind and inure not unreasonably withhold its consent to the benefit of its successors proposed assignment or subletting to the specific assignee or subtenant set forth in Tenant's Sublease Notice, provided that (i) Tenant and assigns. It is agreed that Paramount is contracting the technical skills and expertise assignee or subtenant set forth in Tenant's Sublease Notice have executed an assignment or sublease including terms which do not differ materially from those set forth in Tenant's Sublease Notice within three (3) months of the management date of such Notice, (ii) the terms and employees provisions of Lessee and any significant change in ownership such assignment or management subletting shall specifically make applicable to the assignee or sublessee all of Lessee shall require the consent of Paramount as if such change constituted an assignment provisions of this Lease Agreement. Neither Section 5.6 so that Landlord shall have against the assignee or sublessee all rights with respect to any further assignment and subletting which are set forth herein; (iii) the character of the proposed assignee or subtenant is consistent with the character of the Building and the proposed assignee or subtenant intends to use the Premises for the Permitted Uses; (iv) the proposed assignee or subtenant has a good reputation and relevant prior business experience; (v) in the event of an assignment, the proposed assignee has a net worth sufficient, in Landlord's reasonable determination, to satisfy the obligations of Tenant under this Lease AgreementLease; (vi) no assignment or subletting shall affect the continuing primary liability of Tenant (which, nor any rightfollowing assignment, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether joint and several with the assignee); (vii) no consent to any of the same foregoing in a specific instance shall operate as a waiver in any subsequent instance; (viii) no consent shall be voluntary deemed unreasonably withheld by Landlord to the extent the granting of consent might cause Landlord to be in default under any mortgage; and (ix) no assignment shall be binding upon Landlord or involuntary any of Landlord's mortgagees, unless Tenant shall deliver to Landlord an instrument in recordable form which contains a covenant of assumption by the assignee running to Landlord and all persons claiming by, through or judicial proceedings. Lessee under Landlord, but the failure or refusal of the assignee to execute such instrument of assumption shall not permit any lien to be imposed upon release or discharge the Premises or upon any structures or improvements thereonassignee from its liability as Tenant hereunder. In the event Tenant and the proposed assignee or sublessee have failed to execute a lien is imposedlease within three (3) months of the date of Tenant's Sublease Notice, Lessee Xxxxxx's right to assign or sublet shall cause it again be subject to the provisions of Section 5.6(A). Landlord shall be discharged entitled to receive all amounts, whether characterized as consideration for the assignment, differences in rent, or otherwise, less all reasonable legal fees, brokerage commissions, buildout costs and administrative costs incurred in connection with the signing of the sublease or assignment, as evidenced by reasonably detailed invoices, received by Tenant in excess of the Annual Fixed Rent and additional rent reserved in this Lease applicable to the space being so assigned or sublet ("Excess Rent"). Excess Rent shall be payable by Tenant to Landlord in monthly installments within three (3) days after receipt by Tenant. Tenant shall reimburse Landlord promptly. Lessee shall indemnify Paramount , as additional rent, for any loss, expense or cost reasonable legal and other expenses incurred by it Landlord in connection with any such lienrequest by Tenant for consent to assignment or subletting. Paramount retains Landlord acknowledges that Xxxxxx has a present intention of subleasing a portion of the Premises. Notwithstanding the foregoing, Tenant shall have the right to createassign its interest in the Premises or to sublet the whole or any part of the Premises to any entity that controls, is controlled by, or permit mortgagesis under common control with Tenant, trust deedsor, or other encumbrances provided the successor entity has a creditworthiness at least equal to be imposed against and upon that of Tenant on the Premisesday immediately preceding the transaction, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewithwith the consolidation, merger or reorganization of Tenant or the sale by Tenant of substantially all of its stock or assets, and in none of the foregoing events shall the consent of Landlord be required; provided, however, that Tenant shall notify Landlord at least 30 days prior to the applicable transaction and superior shall deliver to Landlord (i) the interest of Lessee hereunderapplicable assignment or sublease document, and Lessee hereby agrees that (ii) reasonably detailed financial information regarding the transaction, and the assignee, subtenant, purchaser or successor entity, as applicable. Notwithstanding any assignment or sublease, Tenant shall remain primarily liable under this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbranceLease.

Assignment; Sublease. TRANSFERTenant shall not, LIEN Lessee shall not sublicense any part without the prior written consent of the PremisesLandlord, or assign, transfer or hypothecate, encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time to timeinterest hereunder, and such transfer shall bind and inure to or sublet the benefit of its successors and assigns. It is agreed that Paramount is contracting Premises or any part thereof, or permit the technical skills and expertise use of the management and employees of Lessee and Premises by any significant change in ownership party other than Tenant. If Tenant desires to sublease the Premises or management of Lessee any part thereof, Tenant shall require submit to Landlord a written request for the consent of Paramount Landlord to such subletting, which request shall be accompanied by the name and address of the proposed subtenant, a description identifying the space to be sublet, a copy of the fully executed sublease conditioned only upon approval of Landlord, the nature and character of the business of the proposed subtenant, and its proposed use of the Premises, current financial information on the proposed subtenant and such other information as Landlord may request. Consent to any assignment or sublease shall not be unreasonably withheld. The Tenant acknowledges that Landlord is entitled to withhold its consent in the event the nature and character of the business of the proposed tenant, its proposed use of the Premises or the financial condition of the proposed tenant is objectionable or unsatisfactory to Landlord. Any Landlord consent to an assignment or sublease shall not nullify this provision, and all later assignments or subleases shall be made likewise only after the prior written consent of Landlord is obtained in each instance. Unless otherwise expressly agreed to by Landlord in writing, no sublease or assignment by Tenant shall relieve Tenant of any liability hereunder. Tenant acknowledges and agrees that Landlord may condition its consent to any proposed assignment or sublease upon the agreement of Tenant to pay to Landlord the excess, if any, of the rentals and other charges to be paid by Tenant's assignee or sublessee under the terms and provisions of such change constituted proposed assignment or sublease over the Annual Rent and Additional Rent and other charges to be paid by Tenant to Landlord hereunder. The occupancy of the Premises by any successor firm of the Tenant or by any firm into which or with which the Tenant may become merged or consolidated shall be deemed an assignment of this Lease Agreementrequiring the prior written consent of Landlord. Neither Notwithstanding the giving by Landlord of its consent to any assignment or sublease with respect to the Premises, no such assignee or sublessee may exercise any expansion option, right of first refusal option, or renewal option under this Lease Agreement, nor except in accordance with a separate written agreement entered into directly between such assignee of sublessee and Landlord. In no event shall Tenant (1) advertise or publicize in any right, privilege, license way the availability of all or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any part of the same be voluntary Premises without the prior written consent of the Landlord, or involuntary (2) advertise or judicial proceedings. Lessee shall not permit any lien to be imposed upon publicize the Premises for subletting whether through a broker, agent, representative or upon any structures or improvements thereonotherwise at a rental rate less than that for which space in the Building is being offered for rent by Landlord. In the event a lien is imposedTenant agrees to pay to Landlord, Lessee shall cause it to be discharged promptly. Lessee shall indemnify Paramount for any losson demand, expense or cost all reasonable costs (including attorneys' fees) incurred by it Landlord in connection with any request by Tenant for Landlord's consent to any assignment or subletting. Landlord may assign this Lease to any construction or permanent mortgagee ("Mortgagee") of the Property as additional security for the payment of any loan thereby secured. If the Tenant shall have received notice from Landlord or Mortgagee of any such lienassignment, Tenant shall thereafter give written notice of any breach or failure of performance by Landlord under this Lease to Mortgagee and allow Mortgagee a reasonable period of time to remedy the same. Paramount retains the right to createAny breach or failure of performance by Landlord hereunder shall not constitute a default as between Landlord and Tenant until such notice shall have been given. Landlord, or permit mortgagesits successors and assigns, trust deeds, or other encumbrances to be imposed against and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that may assign this Lease Agreement is subject and subordinate to any such mortgagea subsequent purchaser of the Property without the consent or approval of this Tenant, trust deed assignee or other encumbrancesublessee.

Assignment; Sublease. TRANSFER, LIEN Lessee Tenant shall not sublicense assign its rights under this Lease nor sublet the whole or any part of the Premises, or assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time to time, and such transfer shall bind and inure to the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted an assignment of this Lease Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any of the same be voluntary or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon the Premises or upon any structures or improvements thereonwithout Landlord's prior written consent. In the event a lien is imposedthat Landlord grants such consent, Lessee Tenant shall cause it remain primarily liable to Landlord for the payment of all rent and for the full performance of the obligations under this Lease. Tenant shall be discharged promptly. Lessee shall indemnify Paramount responsible for any loss, expense or cost payment of all reasonable costs incurred by it Landlord in connection with any such lienrequest for Landlord's consent to a proposed assignment or subletting, as provided in Paragraph 11.5. Paramount retains Landlord shall not incur any costs related to Tenant’s request in this Section 7.3 without providing Tenant with a written estimate for Tenant’s review and written approval. Any assignment or subletting which does not conform with this Paragraph 7.3 shall be void and a default hereunder. In addition to, but not in limitation of, the foregoing: in the event of a request by Tenant for Landlord's consent to a proposed assignment of the Lease or a proposed subletting Landlord, at Landlord's sole option, may cancel the Lease with respect to the area in question for the proposed term of such sublease. Landlord shall exercise any such option by written notice given to Tenant within thirty (30) days after Landlord's receipt of such request from Tenant, and in each case such termination or cancellation shall take effect as of the date set forth in Tenant's proposed sublease agreement with sublessee. If Landlord exercises any such option to terminate or cancel the Lease, Tenant shall surrender possession of the portion of the Premises to which the termination or cancellation applies on or before the date set forth in Landlord's notice, in accordance with the provisions of this Lease relating to the surrender of the Premises at expiration of the Term. If the Lease is cancelled as to a portion of the Premises only, Base Rent after the date of such cancellation shall be abated on a pro-rata basis, as determined by Landlord, and Tenant's Percentage shall be proportionally reduced. Landlord's failure to exercise such option to terminate or cancel the Lease shall not be construed as Landlord's consent to the proposed assignment or subletting. If Landlord allows Tenant to sublease, Tenant shall remain liable for its obligations under this Lease. Notwithstanding the foregoing, if Landlord provides notice of intent to cancel or terminate the portion under consideration for the sublease, Tenant may within five (5) days from receipt of notice rescind its request to sublease and Landlord will have no right to createterminate or cancel the space under consideration in the assignment or subletting request. Notwithstanding the foregoing, Landlord's consent shall not be required in the event Tenant assigns this Lease or subleases the Premises to (i) an affiliate under common control with Tenant, or permit mortgages(ii) an entity resulting from a corporate merger, trust deedsnon-bankruptcy reorganization or recapitalization, provided that the net worth of such affiliate or other encumbrances entity is equal to be imposed against and upon or greater than Tenant's net worth at the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that time this Lease Agreement is subject and subordinate to any signed, as verified by Landlord. Additionally, Tenant shall remain liable for its obligations under this Lease. Tenant shall provide Landlord at least thirty (30) days' written notice of such mortgage, trust deed assignment or other encumbrancesublease.

Assignment; Sublease. TRANSFERA. Except as provided in this Section 5.6: (i) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, LIEN Lessee shall not sublicense nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space for mailing privileges, by anyone other than Tenant, or for any use or purposes other than the Permitted Uses stated in Article 1, and (ii) in no event shall Tenant have the right to sublet the Premises, or assignany portion thereof, transfer or encumber in any manner this Lease Agreement to offer or any rightadvertise the Premises, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time thereof, for subletting. Notwithstanding the foregoing, it is hereby expressly understood and agreed, however, if Tenant is a corporation, Tenant shall have the right, without obtaining Landlord's consent and without giving Landlord a Recapture Offer to timeassign its interest in this Lease to any corporation ("Permitted Tenant Successor") into which Tenant is merged or with which Tenant is consolidated which corporation shall have a net worth at least equal to that of Tenant immediately prior to such merger or consolidation upon the express condition that Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement ("Assumption Agreement") in form and substance satisfactory to Landlord whereby Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and such transfer whereby Assignee shall bind and inure to expressly agree that the benefit of its successors and assigns. It is agreed that Paramount is contracting the technical skills and expertise of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted an assignment provisions of this Lease Agreement. Neither this Lease AgreementSection 5.6 shall, nor any rightnotwithstanding such assignment or transfer, privilege, license or interest conferred hereby shall be transferable by operation of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any of the same be voluntary or involuntary or judicial proceedings. Lessee shall not permit any lien continue to be imposed binding upon the Premises or upon any structures or improvements thereon. In the event a lien is imposed, Lessee shall cause it with respect to be discharged promptly. Lessee shall indemnify Paramount for any loss, expense or cost incurred by it in connection with any such lien. Paramount retains the right to create, or permit mortgages, trust deeds, or other encumbrances to be imposed against all future assignments and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbrancetransfers.

Assignment; Sublease. TRANSFER, LIEN The Lessee shall may not sublicense any part of sublease the Premises, or assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement Leased Property or any portion hereof from time thereof, nor assign its rights under this Agreement in whole or in part or in any way encumber this lease or the Leased Property, without the prior written consent of the Lessor, whose consent will not be unreasonably withheld. No agreement by the Lessor to time, and such transfer any assignment or sublease shall bind and inure act to relieve the benefit Lessee of its successors and assignsobligations under this Agreement. It is agreed that Paramount is contracting For the technical skills and expertise purposes of the management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as if such change constituted this Agreement, an assignment of this Lease Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be transferable by operation of lawlaw (including but not limited to by means of a merger of the Lessee, the sale of a controlling ownership interest in the Lessee or the sale of substantially all of the assets of the Lessee) shall not be considered an "assignment," provided that the surviving business entity or the entity that acquires the Lessee's assets (as the case may be) shall expressly assume in writing all of the obligations of the Lessee under this Agreement. Nothing herein shall restrict the right of the Lessee to allow for the placement of a lien on the grapes growing on the Leased Property to finance the crop costs the Lessee incurs in growing and harvesting the grapes, provided that: (i) no loan may be of a duration in excess of one year and each such security interest shall be terminated no later than 30 days after the grapes are harvested during that year; (ii) the amount of the obligation secured by reason the growing crops shall not exceed the Lessee's reasonable crop costs for the Leased Property for the year in which the obligation is incurred; and (iii) the Lessee will reimburse the Lessor in full for any costs, claims, liabilities and damages the Lessor may incur as a result of the enforcement of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale security interest by or against Lessee, whether any the lender due to the default of the same be voluntary or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon the Premises or upon any structures or improvements thereon. In the event a lien is imposed, Lessee shall cause it to be discharged promptly. Lessee shall indemnify Paramount for any loss, expense or cost incurred by it in connection with any such lien. Paramount retains the right to create, or permit mortgages, trust deeds, or other encumbrances to be imposed against and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewith, shall be prior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbrance.

Assignment; Sublease. TRANSFER, LIEN Lessee shall not sublicense assign or transfer the whole or any part of this lease or any interest therein, nor sublease the whole or any part of the Premisesleased premises, nor contract for the management or assign, transfer or encumber in any manner this Lease Agreement operation of the whole or any rightpart of the leased premises, privilegenor permit the occupancy of any part thereof by any other person, license nor permit transfer of the lease or possession of the leased premises by merger, consolidation or dissolution, nor permit sale of a controlling interest conferred hereby. Paramount may assign or otherwise transfer this Lease Agreement or any portion hereof from time to timein the voting stock in said corporation without the consent of Lessor, evidenced by resolution, first had and such transfer shall bind and inure to the benefit of its successors and assignsobtained in each instance. It is mutually agreed that Paramount is contracting the technical skills and expertise personal qualifications of the parties controlling the corporation named herein as Lessee are a part of the consideration for the granting of this lease and said parties do hereby agree to maintain active control and supervision of the operations conducted on the leased premises. No assignment, voluntary or involuntary, in whole or in part of the lease or any interest therein, and no sublease of the whole or any part of the leased premises, and no contract for the management or operation of the whole or any part of the leased premises, and employees no permission to any person to occupy the whole or any part of Lessee and any significant change in ownership the leased premises, shall be valid or management of Lessee shall require effective without the consent of Paramount as if such change constituted an assignment of this Lease Agreement. Neither this Lease AgreementLessor, nor any rightfirst had and obtained in each instance; provided, privilegehowever, license or interest conferred hereby that nothing herein contained shall be transferable construed to prevent the occupancy of said premises by operation any employee or business invitee of law, by reason of any bankruptcy, bankruptcy act, insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any of the same be voluntary or involuntary or judicial proceedings. Lessee shall not permit any lien to be imposed upon the Premises or upon any structures or improvements thereon. In the event any consent of Lessor is given for any lease assignment or transfer, the following shall apply in each instance: (i) the Lessor shall be paid additional rent, which may be percentage rate or rates, to equal the full fair market rent, commencing on the effective date of such proposed assignment or transfer, unless on that date the rent being paid under this lease is equal to the full fair market rent; (ii) the Assignee hereby agrees and assumes each and every obligation under the lease, and (iii) other conditions and qualifications determined by the Board of Port Commissioners of Lessor. The rent under this lease and any change resulting therein effective upon any lease assignment or transfer as provided in this paragraph shall be for the remainder of the rental period during which it occurs, and any said rent shall thereafter be subject to rental review at the commencement of subsequent and succeeding rental periods in accordance with the provisions of Paragraph 2 of this lease. Notwithstanding the foregoing, if a lien change in rent is imposedmade which becomes effective upon any lease assignment or transfer, the rent shall be subject to any adjustment applicable during the remainder of said rental period during which the lease assignment or transfer occurred based on the change in the Consumer Price Index if such adjustment is provided for in Paragraph 2 of this lease; provided, however, the "base figure for computing the adjustment" shall be the arithmetic average of the three monthly index figures for the sixth, fifth and fourth months immediately preceding the effective date of such proposed assignment or transfer for which the Assignee pays additional rent to Lessor to equal the full fair market rent and the "index figure for the adjustment date" shall be the arithmetic average of the three monthly index figures of said Consumer Price Index for the sixth, fifth and fourth months immediately preceding the date such adjustment is effective. In the event any consent of Lessor is given to sublease, the following shall apply in each instance: (i) the Lessor shall be paid additional rent, which may be percentage rate or rates, to equal the full fair market rent for the sublease area, commencing on the effective date of such proposed sublease and continuing for a specified period of time which shall not extend beyond the remainder of the master lease rental period during which it occurs or until the termination of the sublease, whichever occurs first, unless on that date the rent being paid under this lease for said area is equal to the full fair market rent, and (ii) other conditions and qualifications determined by the Board of Port Commissioners of Lessor. As long as said sublease is in effect, said rent for the sublease area shall thereafter be subject to rental review at the commencement of subsequent and succeeding master lease rental periods, in accordance with the provisions of Paragraph 2 of this lease. In the event the parties cannot agree to an amount that is equal to the full fair market rent described in this paragraph, the full fair market rent shall be determined by the arbitration procedure described in paragraph 2(c) of this lease, except that the arbitration award shall be for a limited period of time commencing and ending as provided in this paragraph and not for a "rental period" as specified in said paragraph 2(c). Until said full fair market rent is determined pursuant to said paragraph 2(c), the Lessee shall cause it continue to be discharged promptlymake rental payments as required by this lease at the same rate or rates in effect on the effective date of the lease assignment or sublease. Lessee shall indemnify Paramount for any lossBecause of this provision, expense or cost incurred by it in connection with any such lien. Paramount retains the right to createunderpayment of rent, or permit mortgages, trust deeds, or other encumbrances to be imposed against and upon the Premises, any improvements thereon or interests therein, except against property owned by Lessee, which encumbrances, including principal, interest and costs and expenses in connection therewithif any, shall be prior paid to and superior to Lessor within ten (10) days of the interest of Lessee hereunder, and Lessee hereby agrees date that this Lease Agreement the full fair market rent is subject and subordinate to any such mortgage, trust deed or other encumbrancedetermined by said arbitration procedure.