Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception Licensee may not, directly or indirectly, assign this Agreement as a whole, or any portion of a tenant that would render Licensee’s rights, title and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, or permit any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the CodeTower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, Tenant and become bound by, all of Licensee’s obligations under this Agreement. Licensor may assign its interest in freely assign, transfer, or sublease this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided thatAgreement and, in the case of an assignmentsuch event, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant Licensor shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed Agreement from and after the date of such assignmentassignment or transfer. In the case Licensee shall pay Licensor a fee of a sublease $500.00 (which relates to more than 10% fee shall increase annually on each anniversary of the usable square feet Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a Leased Property, Tenant shall, within fifteen (15) days after new form of license agreement so long as the execution Monthly License Fee and delivery Initial and Renewal Terms of such subleaseagreement are consistent with those set forth in this Agreement, deliver and (ii) requiring the assignee to Landlord a duplicate original demonstrate that it maintains at the time of such sublease; with respect assignment, as evidenced by current financial statements provided to each other subleaseLicensor, Tenant shall provide a copy thereof financial position reasonably demonstrating the ability of such assignee to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence meet and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to perform the obligations of Tenant hereunderLicensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Parties.

Assignment Subleasing. (a) With Except as otherwise expressly permitted by the exception terms of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Codethis Paragraph 17, Tenant may shall not assign its interest in this Lease and may or sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person without the prior written consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each Provided that no Event of Default, or event that with the passage of time or the giving of notice would constitute an Event of Default, exists under this Lease, Tenant may, without ▇▇▇▇▇▇▇▇’s consent, assign or sublet all or a portion of this Lease or the Premises to either (i) an Affiliate of Tenant or (ii) a Permitted Successor if (a) Tenant notifies Landlord at least 30 days prior to such Transfer; (b) Tenant delivers to Landlord, at the time of ▇▇▇▇▇▇’s notice, current financial statements of ▇▇▇▇▇▇ and the proposed transferee that are reasonably acceptable to Landlord; and (c) the transferee assumes and agrees in a writing reasonably acceptable to Landlord to perform Tenant’s obligations under this Lease and to observe all terms and conditions of this Lease. A Transfer to an Affiliate or a Permitted Successor does not release Tenant from any liability or obligation under this Lease. (c) To the extent Landlord consents to a sublease, each such sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to except as otherwise agreed by Landlord and the Lenders, in their sole discretion. No assignment or sublease shall impose any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations on Landlord under this Lease from and after the effective date of such assignment so long except as (i) the assignee has executed the agreement referred to below otherwise provided in this paragraph and Lease. (iid) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentencewhether permitted hereunder or otherwise, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (ce) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, ▇▇▇▇▇▇▇▇’s right to collect such rents and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received other sums pursuant to the foregoing sentence shall terminate until such assignment that have not been applied to the obligations time, if any, as another Event of Tenant hereunderDefault occurs.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Affiliate of Tenant without the consent of Landlord and to any other Person with the prior written consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignmentwhich consent shall not be unreasonably withheld. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, which shall remain the primary obligations of Tenant, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original copy of such assignment in recordable form reasonably acceptable to Landlord and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form reasonably acceptable to Landlord wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original copy of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of the Leased Premises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any Leased Property, excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, Landlord’s right to collect such rents and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received other sums pursuant to the foregoing sentence shall terminate until such assignment that have not been applied to the obligations time, if any, as another Event of Tenant hereunderDefault occurs.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any the Leased PropertyPremises, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a the Leased PropertyPremises, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person that is not the subject of a bankruptcy, insolvency or similar proceeding at the time of such assignment or sublease, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired allexcept as otherwise agreed by Landlord and the Lenders, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Defaulttheir sole discretion. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon Subject to the rights of any Tenant lender under any credit facility, upon the occurrence and during the continuance of an Event of Default and during the continuance under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated), and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised only upon and after (but not before) the occurrence and during the continuance of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, Landlord’s right to collect such rents and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received other sums pursuant to the foregoing sentence shall terminate until such assignment that have not been applied to the obligations time, if any, as another Event of Tenant hereunderDefault occurs and so long as it is continuing.

Assignment Subleasing. (a) With Except as otherwise expressly permitted by the exception terms of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Codethis Paragraph 17, Tenant may shall not assign its interest in this Lease and may or sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person without the prior written consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each Provided that no Event of Default, or event that with the passage of time or the giving of notice would constitute an Event of Default, exists under this Lease, Tenant may, without ▇▇▇▇▇▇▇▇’s consent, assign or sublet all or a portion of this Lease or the Premises to either (i) an Affiliate of Tenant or (ii) a Permitted Successor if (a) Tenant notifies Landlord at least 30 days prior to such Transfer; (b) Tenant delivers to Landlord, at the time of ▇▇▇▇▇▇’s notice, current financial statements of ▇▇▇▇▇▇ and the proposed transferee that are reasonably acceptable to Landlord; and (c) the transferee assumes and agrees in a writing reasonably acceptable to Landlord to perform Tenant’s obligations under this Lease and to observe all terms and conditions of this Lease. A Transfer to an Affiliate or a Permitted Successor does not release Tenant from any liability or obligation under this Lease. (c) To the extent Landlord consents to a sublease, each such sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to except as otherwise agreed by ▇▇▇▇▇▇▇▇ and the Lenders, in their sole discretion. No assignment or sublease shall impose any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations on Landlord under this Lease from and after the effective date of such assignment so long except as (i) the assignee has executed the agreement referred to below otherwise provided in this paragraph and Lease. (iid) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentencewhether permitted hereunder or otherwise, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (ce) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, ▇▇▇▇▇▇▇▇’s right to collect such rents and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received other sums pursuant to the foregoing sentence shall terminate until such assignment that have not been applied time, if any, as another Event of Default occurs. (f) Notwithstanding anything to the obligations contrary in this Section 17, ▇▇▇▇▇▇ does have the right to enter into a sublease with Westside Children’s Therapy (“Westside”) under terms that are consistent with the existing Lease between Tenant and Westside, dated July 1, 2019, without further consent of Tenant hereunderLandlord.

Assignment Subleasing. (a) With the exception Licensee may not assign this Agreement as a whole, or any portion of a tenant that would render Licensee’s rights, title and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, or permit any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the CodeTower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, Tenant and become bound by, all of Licensee’s obligations under this Agreement. Licensor may assign its interest in freely assign, transfer, or sublease this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided thatAgreement and, in the case of an assignmentsuch event, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant Licensor shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed Agreement from and after the date of such assignmentassignment or transfer. In the case Licensee shall pay Licensor a fee of a sublease $500.00 (which relates to more than 10% fee shall increase annually on each anniversary of the usable square feet Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, nondisturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a Leased Property, Tenant shall, within fifteen (15) days after new form of license agreement so long as the execution Monthly License Fee and delivery Initial and Renewal Terms of such subleaseagreement are consistent with those set forth in this Agreement, deliver and (ii) requiring the assignee to Landlord a duplicate original demonstrate that it maintains at the time of such sublease; with respect assignment, as evidenced by current financial statements provided to each other subleaseLicensor, Tenant shall provide a copy thereof financial position reasonably demonstrating the ability of such assignee to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence meet and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to perform the obligations of Tenant hereunderLicensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Parties.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignmentassignment (whether or not Tenant is released in connection therewith pursuant to subparagraph (b) below), Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any the Leased PropertyPremises, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a the Leased PropertyPremises, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With Tenant shall not assign this Lease or sublet the exception whole or any part of a tenant that would render any the Leased Property without Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed; it being agreed, however, that Landlord will give its consent to any sublease or assignment of all or any portion of the Leased Property to a portion thereof GIGA Entity for the Permitted Use or to a “tax-exempt use property” within successor entity by reason of merger or acquisition of substantially all of Tenant's stock or assets. Notwithstanding such consent, Tenant shall remain liable to Landlord for the meaning payment of Section 168(hall Base Rent, Additional Charges, any other charges due hereunder, and for the full performance of the covenants and conditions of this Lease. Landlord's consent to any such transfer, assignment or sublease will not be deemed a consent to any subsequent transfer, assignment or sublease. In the event of any such transfer, assignment or subletting, Tenant shall pay to Landlord as additional rent hereunder one hundred percent (100%) of all sums or other economic consideration that Tenant receives as a result of such transfer, assignment or subletting, which exceed in the Code, aggregate the total sums which Tenant may assign its interest in is obligated to pay Landlord under this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided that, (in the case of an assignmenta sublease, Lease Guarantor reaffirms its prorated to reflect obligations allocable to that portion of the Leased Property). In the event of a default under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under terms of this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of , if the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate are then assigned or sublet, Landlord, in addition to the provisions of this Leaseany other remedies herein provided or provided by law, and the term of each may at its option collect directly from assignee or subtenant all rents becoming due to Tenant under such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce and apply such rent against any of the obligations of sums due it by Tenant hereunder, and all no such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant collection shall be relieved construed to constitute a novation or a release of all Tenant from the further performance of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “"tax-exempt use property” " within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord. Except for any right to place a lien on its personal property, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased PropertyAffiliate, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale Each sublease of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, (i) Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this LeaseLease and (ii) Lease Guarantor shall continue to remain primarily liable for each of its payment and performance obligations under the Lease Guaranty. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) . Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “"tax-exempt use property” " within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignmentassignment (whether or not Tenant is released in connection therewith pursuant to subparagraph (b) below), Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any the Leased PropertyPremises, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “"assignment” " and “"assign” " shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) . Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s 's assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a the Leased PropertyPremises, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s 's request therefor. (c) . Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With If no default by Tenant that with the exception giving of a tenant that notice and/or the passage of time would render any Leased Property give rise to an Event of Default or a portion thereof a “tax-exempt use property” within the meaning Event of Section 168(h) of the CodeDefault has occurred and is continuing under this Lease, Tenant may assign its interest in this Lease (including, without limitation, any assignments that occur by operation of law) and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person without the consent of LandlordLandlord (including, provided thatwithout limitation, in subleases of telecommunication space on the case roof of an assignmentthe Improvements and/or the parking structure, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignmentand subleases of parking rights). Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect Landlord’s right to any assignment or sublease to an entity that is not an Affiliate of Tenant assign this Lease and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior its rights hereunder are expressly subject to the commencement date thereof. For purposes terms and provisions of Paragraphs 31 and 32 of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default.as set forth below. DMEAST #39566949 v10 21 (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and tenant, and not as obligations of a guarantorguarantor or surety, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long except as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets otherwise agreed by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent Landlord and the performance of all its other obligations under this LeaseLenders, in their sole discretion. No assignment or sublease by Tenant shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this LeaseLease by Tenant, Tenant shall, within fifteen thirty (1530) days after the execution and delivery of any such assignment, deliver to Landlord (i) and Lender a duplicate original copy of such assignment in recordable form and (ii) an agreement instrument, executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a Subject to 17(c) below, all rentals and other consideration paid to Tenant in connection with any assignment or sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen shall remain Tenant’s sole property (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; without sharing with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor). (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. (d) Notwithstanding any assignment or subletting, providedunless otherwise agreed by Landlord and by Lender in its sole discretion, howeverTenant shall continue to remain primarily liable and responsible for the payment of all of its obligations under this Lease, that if such Event of Default is subsequently cured and this Lease has including but not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied limited to the payment of Basic Rent and Additional Rent and the performance of all its other obligations of Tenant hereunderunder this Lease, including but not limited to its obligations with respect to Paragraph 32.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may neither assign its interest in this Lease and may nor , with the exception of an Affiliate, sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, for the Permitted Use, without the consent of Landlord, provided thatwhich may be given or withheld in Landlord’s sole discretion. Also, in except for any right to place a Lien on its personal property (excluding the case of an assignmentEquipment), Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates consented to at least 10% of the usable square feet of any Leased Propertyby Landlord, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each Any sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. In case of any assignment consented to by Landlord, Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates consented to more than 10% of the usable square feet of a Leased Propertyby Landlord, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With Subject to the exception provisions of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Codethis Paragraph 17, Tenant may assign assign, sublet, mortgage or pledge its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or sublettingsubletting the original Tenant (i.e., but subject to the foregoing sentenceInvitrogen Corporation) and any subsequent tenant who becomes Tenant hereunder, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after sublease and at Landlord’s request thereforoption, requiring any subtenant to recognize such sublease as a direct agreement between Landlord and such subtenant upon Tenant’s default (beyond any applicable cure period set forth herein). (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With Tenant, without the exception approval of a tenant that would render Landlord, and at any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease time and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without time during the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes Term of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in Section 11.2, shall have the case of an assignment of right to assign or transfer this Lease, or its rights hereunder, to any person or entity in Tenant’s sole discretion. Upon any assignment or transfer by Tenant shallof all of its rights under this Lease to any assignee that expressly assumes all obligations of "Tenant" under this Lease and provided that the assignee (or the guarantor of assignee's obligations under the Lease) has at least Ten Million ($10,000,000.00) in tangible net worth according to generally accepted accounting principles and subject to CPI Adjustment, within fifteen Tenant shall be automatically released from all obligations and liabilities under this Lease except for any liabilities already accrued by Tenant prior to the date of assignment or transfer. Any assignee of Tenant’s rights hereunder shall provide Landlord with written notice of such assignment by no later than sixty (1560) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the effective date of such assignment. In the case event of a sublease which relates to more than 10% any conflict between this Article XI and Article XII, the terms and conditions of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution Article XII shall govern and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor.control.‌‌‌ (cb) Upon In addition, notwithstanding anything to the occurrence contrary in this Article XI or the Lease, Tenant, without the approval of Landlord, and at any time and from time to time during the continuance Term of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy sublet and/or sub-license all rents and other sums or any portion of money payable under the Premises to any sublease or license of any Leased Propertythird parties, and lease, license and sublease the residential and commercial areas of the Premises, in Tenant’s sole discretion. Notwithstanding the forgoing, Tenant hereby irrevocably may not sublet and/or sub-license the Premises to any subtenant and/or sub-licensee to which Tenant has any direct or indirect beneficial ownership interest in without Landlord’s express authorization and unconditionally assigns provision relating to the proper calculation of Gross Revenue. Additionally, without obtaining ▇▇▇▇▇▇▇▇’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned), Tenant shall Tenant may not assign or transfer any interest in this Lease to any Person or entity if the Person that Controls such rents and money to entity has: (i) been convicted of a felony, or (ii) been involved in litigation with Landlord, which assignment may be exercised upon and after (but not before) including any Person who has a controlling interest in any other Person, without Landlord’s reasonable consent if said Person has at any time been involved in litigation against the occurrence Landlord or has been convicted of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereundera felony.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, As long as Tenant may assign its interest is not in this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations default under the Lease Guaranty after giving effect to such assignment. terms and conditions of this Lease, Tenant shall have no rights the right to mortgage sublet or otherwise hypothecate its leasehold interest assign all or part of the Leased Premises to an Affiliate of Tenant without Landlord’s consent. Before such assignment or subletting to an Affiliate of Tenant shall be effective however, Tenant shall provide Landlord written notice of the name of such sublessor or assignee and a description of the relationship of such party to Tenant. As long as Tenant is not in default under the terms and conditions of this Lease. With respect , Tenant shall have the right to sublet or assign all or part of the Leased Premises to any assignment or sublease to an entity Party that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Propertywith Landlord's prior written consent, but said consent shall not be unreasonably withheld. In all circumstances, Tenant shall provide furnish Landlord with a written summary of the material terms fully executed copy of such assignment or sublease, promptly after the same is executed. No sublease prior to the commencement date thereof. For purposes under, or assignment of this Paragraph 17(a)Lease (or any rejection in bankruptcy or other default by any assignee or sublessee hereunder) shall relieve Tenant of its obligations hereunder, which shall continue as the term “assignment” obligations of a principal and “assign” shall not include as the obligations of a surety or a guarantor. Notwithstanding any merger, consolidation or sale of the stock of Tenant, provided that (i) of the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and Tenant; (ii) of any parent, subsidiary or Affiliate of the Tenant; or (iii) of any or all of the assets of the Tenant or any parent, subsidiary or Affiliate of the Tenant, the Tenant (and any successor of the Tenant by such merger, sale does or consolidation) shall continue to be obligated for all of the Tenant’s obligations hereunder without any abatement, diminution, set-off, reduction, rebate, termination, or decrease. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not result in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under this Lease; (ii) stipulation which extends the time within which an Event obligation under this Lease is to be performed; (iii) waiver of Defaultthe performance of an obligation required under this Lease; or (iv) failure to enforce any of the obligations set forth in this Lease, unless in each case, the same has been consented to by Landlord and Lender. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment, Tenant shall, not less than ten (10) days prior to the execution and delivery of any such assignment as described in this Paragraph 17(b), give notice of this Leasesuch assignment to Landlord and Lender. Tenant further agrees that in the case of such assignment, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord and Lender (i) a duplicate original of such assignment in recordable form form; and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In , and, in the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord and Lender a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this LeaseLease which has not been cured within the applicable period, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, . (d) Any sublease shall provide that if such upon notice from Landlord and/or Lender of an Event of Default is subsequently cured and this Lease has not been terminatedDefault, all rent due under such sublease shall be paid as so directed. In no event shall Landlord shall pay or Lender have the right to direct the payment of sublease rents to any party other than Tenant all except in an aggregate amount equal to or less than the aggregate amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant due hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render LESSEE agrees not to sell, assign, mortgage, pledge, franchise or in any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in manner transfer this Lease or any estate of interest thereunder and may not to sublet or grant licenses to any the Leased Property in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a Leased Property Premises or any part or parts thereof and not to permit any licensee or concessionaire therein without the previous written consent of the LESSOR in each instance first obtained. Consent to a subletting by LESSEE shall not be subject and subordinate unreasonably withheld or delayed. Consent by LESSOR to the provisions one assignment of this LeaseLease or to one subletting, and sale, mortgage, pledge or other transfer including licensing or the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations grant of a principal and concession shall not be a waiver of LESSOR'S right under this Article as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Defaultsubsequent similar action. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant LESSEE shall continue to remain primarily fully liable on this Lease and responsible for the payment shall not be released from performing any of the Basic Rent terms, covenants and Additional Rent and the performance conditions of all its other obligations under this Lease. No assignment or sublease shall impose If, any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in time during the case of an assignment term of this Lease, Tenant shallLESSEE (and/or the guarantor of LESSEE, within fifteen if any) is a corporation or a trust (15whether or not having shares of beneficial interest) days after and there shall occur any change in the execution and delivery identity of any such assignmentof the persons then having power to control the election or appointment of the directors, deliver trustees, or other persons exercising like functions and managing the affairs of LESSEE to Landlord other than the families of the principals of LESSEE, the same shall be deemed an assignment requiring consent hereunder, and LESSEE shall so notify LESSOR thereof. This section shall not apply if the LESSEE (iand/or guarantor, if any) named herein is a duplicate original corporation and the outstanding voting stock thereof is listed on a recognized securities exchange or is wholly owned by another corporation whose outstanding voting stock is so listed. LESSOR'S rights to assign this Lease are and shall remain unqualified. Upon any bona fide sale of such assignment the Leased Premises in recordable form an arms length transaction and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein provided the assignee shall agree purchaser agrees to assume all past and agree to observe and perform all future obligations of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default LESSOR under this Lease, Landlord LESSOR shall have thereupon and not otherwise be entirely freed of all obligations of the right LESSOR hereunder and shall not be subject to collect any liability resulting from any act or omission or event occurring after such conveyance, except that any covenant or obligation of LESSOR hereunder affecting land owned by LESSOR shall continue for its term during such ownership, but no longer. Upon the sale or other transfer of LESSOR'S interest in this Lease, LESSEE agrees to recognize and enjoy all rents and other sums of money payable under any sublease or license of any Leased Propertyattorn to such transferee as LESSOR, and Tenant hereby irrevocably LESSEE further agrees to execute and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) deliver a recordable instrument setting forth the occurrence provisions of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunderparagraph.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the CodeExcept as set forth herein, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, with prior written notice to Landlord but without the consent of Landlord; provided, provided thathowever, in no event may Tenant assign this Lease or sublease any portion of the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect Leased Premises to any assignment Person whose property or sublease interests are subject to an entity that being blocked under any Terrorism Laws and/or who is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet in violation of any Leased PropertyTerrorism Laws, Tenant shall provide Landlord with a written summary of the material terms of and any such assignment or sublease prior subletting shall not be effective until the assignee or sublessee has provided written certification to Landlord that (A) neither such assignee or sublessee nor any Person who owns directly or indirectly any interest in such assignee or sublessee is a Person whose property or interests are subject to being blocked under any of the Terrorism Laws or is otherwise in violation of any Terrorism Laws, and (B) such assignee or sublessee has taken reasonable measures to assure that no Person who owns directly or indirectly any interest in such assignee or sublessee is a Person whose property or interests are subject to being blocked under any of the Terrorism Laws or is otherwise in violation of the Terrorism Laws; provided, however, the covenant contained in this sentence shall not apply to any Person to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided extent that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result Person’s interest is in an Event of Defaultor through a U.S. publicly traded entity. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of the assigning Tenant hereunder or of any guarantor of the assigning Tenant’s obligations hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if made and the assigning Tenant assigns its interest hereunder to and any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant assignee shall be relieved jointly and severally liable for all obligations of all of its obligations under Tenant pursuant to this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of DefaultLease. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, subletting Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the payment and performance of all its other obligations under this Lease; provided, however, if the assignee of Tenant’s interest has an investment grade rating by Standard & Poor’s of not less than BBB- or an investment grade rating by M▇▇▇▇’▇ of not less than Baa3 (but in no event less than the related Standard & Poor’s or M▇▇▇▇’▇ rating of Tenant or of Guarantor at the time), or equivalent rating of any other nationally recognized statistical rating organization and is not on credit watch for downgrade, then, Tenant and any guarantor of Tenant’s hereunder shall be released from all liability and obligation under this Lease arising from and after the date of assignment upon delivery to Landlord of a validly authorized and executed, enforceable Instrument of Assumption described below in this Paragraph. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this the Lease, Tenant shall, within fifteen thirty (1530) days after prior the execution and delivery scheduled commencement date of any such assignment, deliver to Landlord (i) a duplicate original copy of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen thirty (1530) days after prior to the execution and delivery scheduled commencement date of such sublease, deliver to Landlord a duplicate original copy of such sublease; with respect . The failure by Tenant to each other sublease, Tenant shall provide a copy thereof such prior written notice to Landlord promptly after Landlord’s request thereforshall not have the effect of voiding such sublease or assignment. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. (i) Landlord agrees for itself, providedits successors and assigns, howeverpromptly upon Tenant’s request, to enter into a nondisturbance and attornment agreement with any Qualified Subtenant, as defined below, upon the terms described below, pursuant to which Landlord shall agree, for so long as such Qualified Subtenant is not in default beyond all applicable periods of notice and cure under its Qualified Sublease, as defined below, that the Qualified Sublease shall not be terminated as a result of any termination of this Lease and such Qualified Subtenant’s use and occupancy of the Leased Premises shall not be disturbed by Landlord, and pursuant to which such Qualified Subtenant shall agree to attorn to Landlord or its successor as landlord under the Qualified Sublease upon any termination of this Lease. Said agreement shall further provide that nothing therein contained shall impose any obligation on the Landlord or the Lender to (A) return or apply any security deposit under such Qualified Sublease, unless such security deposit shall be transferred and turned over to the Landlord or Lender or their or either of their successors, (B) expend any sums to make any installations or alterations provided to be made by the landlord under said Qualified Sublease or reimburse the tenant under said Qualified Sublease for any installations or alterations made by it, (C) be liable for any act or omission of Tenant as sublandlord (or any successor to Tenant as sublandlord) or be subject to any offsets or defense which such Qualified Subtenant might have against Tenant as sublandlord (or any successor to Tenant as sublandlord), (D) be bound by any rent or additional rent which such Qualified Subtenant might have paid for more than the current month to any prior landlord, or (E) be bound by any amendment or modification of the Qualified Sublease made without the prior written consent of Landlord. (ii) Any subtenant under a Qualified Sublease, as defined below, is a “Qualified Subtenant.” A “Qualified Sublease” shall be any sublease of no less than 300,000 square feet of the Leased Premises, pursuant to which the subtenant thereunder had, (A) at the time such sublease was entered into, a Standard & Poor’s investment grade rating of BBB-, or higher or a M▇▇▇▇’▇ investment grade rating of Baa3, or higher (or equivalent rating of any other nationally recognized statistical rating organization) and was not on credit watch and such entity is of no lesser financial quality than the Tenant at the time of such sublease or (B) in the event such subtenant does not have a public rating, then such subtenant shall be required to have a “Shadow Rating”, if publicly available, or in the alternative an equivalent “NAIC Rating” equal to a Standard & Poor’s investment grade rating of BBB-, or higher or a M▇▇▇▇’▇ investment grade rating of Baa3, or higher (or equivalent rating of any other nationally recognized statistical rating organization) or have a financial condition equal to or better than any publicly traded company with an equivalent investment grade rating in the same industry or sector; such sublease to be on the identical terms and conditions of this Lease (except the Basic Rent or Additional Rent (or both) may be higher and the Qualified Subtenant shall not have a right of first refusal under Section 33 hereof), and for a term not to exceed the Term of this Lease, and with the Qualified Subtenant not to have any rights or options in addition to those provided to Tenant under this Lease (and if any such Qualified Sublease shall include all or part of any Renewal Term or Renewal Terms, then Tenant shall be conclusively deemed to have irrevocably waived the right to issue a Renewal Term Cancellation Notice as to such Renewal Term or Renewal Terms, which waiver Tenant will confirm in writing to Landlord if requested to do so, except that if thereafter such Qualified Sublease shall terminate prior to its original term and on or before the last day as of which Tenant would otherwise be entitled to issue a Renewal Term Cancellation Notice as to any Renewal Term originally included within the term of such Qualified Sublease, then Tenant’s right to issue a Renewal Term Cancellation Notice as to such Renewal Term and all subsequent Renewal Terms originally falling within the term of such Qualified Sublease shall be reinstated in accordance with the terms of this Lease). (i) Landlord agrees for itself, its successors and assigns, promptly upon Tenant’s request, to enter into an agreement with any Qualified Assignee, as defined below, pursuant to which Landlord shall agree, for so long as such Qualified Assignee is not in default of its obligations under this Lease, that no defaults or Event of Default is subsequently cured and shall be deemed to have occurred under this Lease has not been terminatedby reason of the occurrence of one or more of the events designated in Paragraphs 19(a)(iii), Landlord shall pay (iv), (v) or (vi) with respect to any party who was a Tenant all amounts it received pursuant to such assignment that have not been applied under this Lease prior to the obligations date of Tenant hereunderthe assignment of this Lease to the Qualified Assignee. (ii) A “Qualified Assignee” shall be any assignee of the Tenant’s rights, title and interest under this Lease which, at the time of the assignment to it, had a Standard & Poor’s investment grade rating of BBB-, or higher, or a M▇▇▇▇’▇ investment grade rating of Baa3, or higher, (or equivalent rating of any other nationally recognized statistical rating organization) and is not on credit watch.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “"tax-exempt use property” " within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord. Except for any right to place a lien on its personal property and Trade Fixtures, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased PropertyAffiliate, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, (i) Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this LeaseLease and (ii) Lease Guarantor shall continue to remain primarily liable for each of its payment and performance obligations under the Lease Guaranty. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign assign, mortgage or pledge its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, without the consent of Landlord, provided that, in subject to the case terms of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that . (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease. Except in connection with an assignment to a Qualified Replacement Tenant (as defined below), and the term of each such sublease shall terminate on or before the Expiration Date. No no assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject except in connection with an assignment to the foregoing sentencea Qualified Replacement Tenant, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. Notwithstanding anything to the contrary provided in this Lease, in the event of any assignment of this Lease to a Qualified Replacement Tenant and the compliance by Tenant with the provisions of the immediately preceding sentence, the assignor shall have no further obligations or liabilities as the "Tenant" under this Lease from and after the assignment and all references to the "Tenant" under this Lease shall thereafter refer to and mean the assignee and its successors and assigns. However, the assignor shall not be released from accrued obligations and liabilities under this Lease that exist at the time of the assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.

Assignment Subleasing. (a) With the exception of a tenant that would render any the Leased Property Premises or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any the Leased Property Premises in whole or in part, from time to time, to any Person without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. (b) Each sublease or license of a the Leased Property Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired allexcept as otherwise agreed by Landlord and the Lenders, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Defaulttheir sole discretion. Notwithstanding any assignment or subletting, but subject to unless otherwise agreed by Landlord and the foregoing sentenceLenders in their sole discretion, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, Landlord under this Lease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased PropertyPremises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. At such time, providedif any, however, that if such as the Event of Default is subsequently cured cured, Landlord’s right to collect such rents and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received other sums pursuant to the foregoing sentence shall terminate until such assignment that have not been applied to the obligations time, if any, as another Event of Tenant hereunderDefault occurs.

Assignment Subleasing. (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may not assign its interest in this Lease and may or sublet or grant licenses to any Leased Property the Properties in whole or in part, from time to at any time, without the prior written consent of Landlord, provided that, which may be refused in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignmentLandlord's sole and absolute discretion. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect Landlord hereby consents to any assignment or sublease to an entity that is not an Affiliate of Tenant and subleases which relates to at least 10% of are in existence on the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of DefaultCommencement Date. (b) Each sublease or license of a Leased Property the Properties or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, subletting Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in Landlord under this Lease. Tenant agrees that in the case of an assignment of this the Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Propertysublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor. (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Propertyof the Properties, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.