Common use of Prohibition Clause in Contracts

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premisesindirectly, without the prior written consent of Landlord (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant, Tenant shall not, directly or indirectly, without the prior written consent of Landlord (which consent may not be given or withheld in Landlord’s sole and absolute discretion), pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord (which consent may be given or withheld in Landlord’s sole and absolute discretion), provided that if Xxxxxxxx’s consent is unreasonably withheld. , Tenant shall at have the time Tenant requests the consent of Landlord, deliver right to terminate this Lease by delivering written notice to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty within ten (2010) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such date Landlord withholds its consent. In addition, as a condition to LandlordXxxxxxxx’s consent to any assignmentproposed assignment or subletting shall not be unreasonably delayed and if not given or withheld within thirty (30) days following Xxxxxx’s request for consent, shall be deemed withheld. Any of the foregoing acts without such prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or encumbrance subtenant will perform all of the covenants to be performed by Tenant under this Lease shall be (in the delivery to Landlord case of a true copy of the fully executed instrument of assignmentsublease, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect only insofar as such covenants relate to the assigned or subleased portion of the Premises. No Premises subject to such sublease) as and when performance is due after the effective date of the assignment or subletting by Tenant shall relieve Tenant sublease and that Landlord will have the right to enforce such covenants directly against such assignee or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereundersubtenant. Any purported assignment or subletting contrary to sublease without an instrument containing the foregoing provisions hereof without consent shall be void. The Tenant shall in all cases remain liable for the performance by any assignee or subtenant of all such covenants. Notwithstanding the foregoing, Tenant may, subject to Landlord’s limited consent rights set forth below and without any participation by Landlord in assignment and subletting proceeds, sublet the Premises or assign the Lease to any assignment or subletting shall not constitute a waiver of the necessity for such consent following entities (each, a “Permitted Transferee”): (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (ii) a successor corporation related to any subsequent assignment Tenant by merger, consolidation, nonbankruptcy reorganization, or government action; or (iii) a purchaser of subletting. substantially all of Tenant’s sole remedy for assets located in the Premises. If Tenant desires to sublet the Premises or assign the Lease to a Permitted Transferee, Tenant shall deliver written notice to Landlord and describe in reasonable detail the proposed use of the Premises by the Permitted Transferee and discuss whether or not the Permitted Transferee will continue (or expand) the collaborative and programmatic relationships between Landlord and Tenant in support of Landlord’s refusal missions. Xxxxxxxx agrees not to unreasonably withhold its consent to a proposed assignee sublease or sublessee assignment to a Permitted Transferee; provided, however, Xxxxxx agrees that it shall be reasonable for Landlord to withhold consent if Landlord reasonably determines that the Permitted Transferee will not continue and maintain such collaborative and programmatic relationships. Xxxxxxxx’s consent to a sublease or assignment to a Permitted Transferee shall be deemed given unless Landlord delivers to Tenant written notice withholding its consent within thirty (30) days after receiving Tenant’s written request. For the purpose of Tenant will this Lease, sale of Tenant’s capital stock through any public exchange shall not be deemed an action assignment, subletting, or proceeding for specific performance, injunction any other transfer of the Lease or declaratory reliefthe Premises. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.BE 543 154 EUL Final 120511 SAA2 – 402658

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt deliver to Tenant a copy of all required information to elect one Landlord's standard form of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease assignment agreement (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned proposed sublease or subleased portion assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant will (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an action or proceeding for specific performanceassignment within the meaning of this Section 15 and shall be subject to all the provisions hereof. Any and all options, injunction or declaratory relief. first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if any, shall pay not be assignable by Tenant unless expressly authorized in writing by Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s 's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s 's sole remedy for Landlord’s 's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s 's reasonable processing costs and attorneys’ ' fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assigndirectly or indirectly, mortgagevoluntarily or by operation of law, pledge assign which term shall include any transfer, assignment, pledge, mortgage or otherwise transfer or encumber hypothecation) this Lease, in whole or in part, nor sublet, license, assignlease, or permit occupancy by any party right or interest hereunder, or sublet the Premises or any part thereof, or allow any other than Tenant of person or entity to occupy or use all or any part of the Premises, Premises without first obtaining the prior written consent of LandlordLandlord in each instance, which may consent shall not be unreasonably withheld. Tenant No assignment, encumbrance, subletting, or other transfer in violation of the terms of this Article XIV, whether voluntary or involuntary, by operation of law, under legal process or proceedings, by receivership, in bankruptcy, or otherwise shall be valid or effective and, at the time Tenant requests the consent option of Landlord, shall constitute an Event of Default under this Lease. To the extent not prohibited by provisions of the Bankruptcy Code of 1978, 11 U.S.C. Section 101 ET SEQ.. (the "Bankruptcy Code"), Tenant on behalf of itself, creditors, administrators and assigns waives the applicability of Sections 541(c) and 365(e) of the Bankruptcy Code unless the proposed assignee of the trustee for the estate of the bankrupt meets Landlord's standards for consent as set forth below. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the Project the unique attraction of Tenant's name and business; the foregoing prohibition on assignment or subletting is expressly agreed to by Tenant in consideration of such fact. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseassumption.

Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premisesindirectly, without the prior written consent of Landlord, assign (including without limitation any assignment by operation of law) this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant (but subject to the following concerning a “Consolidation Allowed Sublease”). No assignee or subtenant of Tenant shall have a right further to assign this Lease or sublease the Premises, and all money and other economic consideration to be paid by the assignee or subtenant as a result of an assignment or sublease in excess of the total amount of rent which may not Tenant is obligated to pay to Landlord under this Lease (prorated to reflect the rent allocable to the portion of the Premises subject to such assignment or sublease) shall be unreasonably withheldpaid by Tenant to Landlord as additional rent. No assignment or sublease whatsoever shall release Tenant from Tenant’s obligations and liabilities under this Lease or alter the primary liability of Tenant to pay all rent and to perform all obligations to be paid and performed by Txxxxx. Tenant shall at the time Tenant requests the consent of Landlord, deliver pay to Landlord such information all direct costs and shall reimburse Landlord for all expenses (including without limitation reasonable attorneys’ fees) incurred by Landlord in writing connection with any assignment or sublease requested by Txxxxx. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including without limitation making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s any consent to any assignment, sublease or encumbrance upon the execution and delivery of Lxxxxxxx’s commercially reasonable form of instrument, executed by Landlord, Txxxxx, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including without limitation any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including without limitation for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease shall be prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a true copy commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the fully executed instrument sublease without the prior written consent of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby (iii) the assignee assumes and agrees subtenant shall not be granted any rights of Tenant under the Lease nor the power to be bound by exercise same, (iv) it is provided that in the event of any default under the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect Lease, Landlord shall have the right to collect the rental attributable to the assigned subleased space directly from the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or subleased modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respects. Notwithstanding the foregoing prohibition, in the event Tenant in fact consolidates all of its operations into a distinct portion of the Premises. No assignment Premises or subletting by into the Premises set forth in the Adjacent Lease (as defined below), then, Tenant shall relieve Tenant may sublease the portion or Guarantor the entirety of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord Premises it has vacated for such reason to any assignment or subletting shall not constitute a waiver subtenant meeting commercially reasonable criteria as to its creditworthiness and business reputation as Tenant may reasonably elect and without necessity of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for securing Landlord’s refusal to advance written consent to thereto (herein, a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease“Consolidation Allowed Sublease”).

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer this Lease without the prior approval of Landlord, which shall not be unreasonably withheld or encumber this Lease, in whole delayed; (b) sublet the Premises or in part, nor sublet, license, assignany part thereof, or permit occupancy allow the same to be used or occupied by any party anyone other than Tenant or Tenant's division, Newport News Shipbuilding Division without the prior approval of all Landlord, which shall not be unreasonably withheld or delayed; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part of the Premisesthereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord's sole, but reasonable, discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in SECTION 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord's sole, but reasonable, discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all Tenant Initial__________ Landlord Initial__________ documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The LANDLORD'S CONSENT TO OR REFUSAL OF ASSIGNMENT OR SUBLETTING SHALL BE BASED ON ASSIGNEE OR SUBLESSEE HAVING, IN LANDLORD'S SOLE BUT REASONABLE DISCRETION, SATISFACTORY CREDIT AND ON ASSIGNEE OR SUBLESSEE HAVING, IN LANDLORD'S SOLE BUT REASONABLE DISCRETION, A USE THAT IS COMPATIBLE WITH THE PROPERTY AND WITH OTHER TENANTS WITHIN THE PROPERTY. No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease. NOTWITHSTANDING THE FOREGOING, TENANT MAY ASSIGN THIS LEASE, IN WHOLE OR IN PART, TO ANY CORPORATION OR OTHER BUSINESS ENTITY INTO OR WITH WHICH TENANT MAY BE MERGED OR CONSOLIDATED OR TO ANY CORPORATION OR BUSINESS ENTITY WHICH SHALL BE AN AFFILIATE, SUBSIDIARY, PARENT OR SUCCESSOR OF TENANT, OR TO A CORPORATION OR BUSINESS ENTITY UNTO OR WITH WHICH TENANT MAY BE MERGED OR CONSOLIDATED, OR TO A PARTNERSHIP, PROVIDED: i) TENANT'S USE DOES NOT CHANGE; II) TENANT'S FINANCIAL CONDITION IS NOT DIMINISHED; AND iii) THE ASSIGNEE OR SUBLESSEE ASSUMES ALL OF TENANT'S OBLIGATIONS HEREUNDER.

Prohibition. Tenant shall not, directly or indirectly, ----------- without the prior written consent of Landlord (which consent shall not assignbe unreasonably withheld), mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assignany interest herein, or permit occupancy by any party other than Tenant of all sublease or license the Premises or any part thereof or permit the use or occupancy of the PremisesPremises by any person, organization or entity other than Tenant. Tenant shall not, directly or indirectly, without the prior written consent of Landlord, which may not pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be unreasonably withheld. assignable as to the interest of Tenant shall at involuntarily or by operation of law without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information except as a result of any Change in writing as Landlord may reasonably Control of Tenant which shall not be deemed an assignment for purposes hereof and shall not require respecting Landlord's consent. Any of the proposed assignee or subtenant includingforegoing acts, without limitationsuch prior written consent of Landlord, shall be void and shall, at the nameoption of Landlord, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and constitute a default that entitles Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of terminate this Lease. Tenant agrees that the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to instrument by which any assignment, sublease or encumbrance of this Lease license to which Landlord consents is accomplished shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by expressly provide that the assignee, sublessee subtenant or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby licensee will perform all of the assignee assumes and agrees covenants to be bound performed by the terms and provisions of Tenant under this Lease and perform all (in the obligations case of Tenant hereunder with respect a sublease or license, only insofar as such covenants relate to the assigned or subleased portion of the PremisesPremises subject to such sublease or license) as and when performance is due after the effective date of the assignment, sublease or license and that Landlord will have the right to enforce such covenants directly against such assignee, subtenant or licensee. No assignment Any purported assignment, sublease or subletting by license without an instrument containing the foregoing provisions shall be void. Tenant shall relieve Tenant in all cases remain liable for the performance by any assignee, subtenant or Guarantor licensee of all such covenants. Landlord shall not withhold consent to any obligation under request to assign this Lease, including by operation of law, or sublease or license all or part of the Premises to an entity affiliated within Tenant which entity is controlled by, controls or is under common control with Tenant ("Affiliate of Tenant’s obligation to pay Base Rent ") and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting which entity shall not constitute use the Premises in any way which is a waiver material departure from the historical use (or any natural evolution of such historical use) of the necessity for such consent Premises by Tenant. Without limiting the foregoing, any assignment, sublease or license by Tenant, even to any subsequent assignment an Affiliate of sublettingTenant, shall comply with Article 4 hereof. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.---------

Prohibition. Tenant acknowledges that this Lease and the Base Rent and Additional Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant Any violation of the foregoing provisions shall at the time Tenant requests the consent of Landlordconstitute a default under this Lease and, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingthereupon, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information the option to elect one of cancel the following: (a) same and proceed, at Landlord's election, in accordance with the provisions set forth in this Lease. Any consent by Landlord to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any particular assignment, sublease or encumbrance mortgage shall not constitute consent or approval of this Lease any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be required in all such instances. In the delivery event that Landlord consents to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No any assignment or subletting by sublease, Landlord shall not be deemed to have agreed to release Tenant from its obligation hereunder and Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent remain liable hereunder. Any purported assignment assignment, mortgage, transfer, pledge or subletting contrary sublease made without the prior written consent of Landlord shall be absolutely null and void and of no legal force or effect. Notwithstanding anything to the provisions hereof without consent shall be void. The consent by contrary herein, Landlord hereby consents to any assignment or subletting shall not constitute a waiver Tenant subleasing the Premises, as of the necessity for such consent date hereof, to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease's affiliate United Industries Corporation.

Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer or encumber this Leasetransferred, in whole or in partand that neither the Premises, nor sublet, license, assignany part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or permit occupancy used or occupied, or utilized for desk space or for mailing privileges, by any party anyone other than Tenant of all Tenant, or for any part of the Premisesuse or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of LandlordLandlord in each and every case, which may consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to advertise publicly to assign this lease or sublet any interest hereunder. Not in limitation of the foregoing, Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than sixty (60) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the precise square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Tenant also shall at the time Tenant requests the consent of Landlord, deliver to promptly supply Landlord with such financial statements and other information in writing as Landlord may reasonably require respecting request, prepared in accordance with generally accepted accounting principles, not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of the proposed assignee or subtenant including, without limitation, in order to permit Landlord to evaluate the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance assignment or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and Tenant agrees to be bound by the terms reimburse Landlord for legal fees and provisions of this Lease any other reasonable expenses and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent costs incurred by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing connection with any proposed assignment or subleasesubletting.

Prohibition. Tenant shall not assigndirectly or indirectly, mortgagevoluntarily or by operation of law, pledge or otherwise transfer or encumber assign this Lease, in whole or in part, nor sublet, license, assignany right or interest hereunder, or permit occupancy by sublet the Premises or any party part thereof, or allow any other than Tenant of person or entity to occupy or use all or any part of the Premises, Premises without first obtaining the prior written consent of LandlordLandlord in each instance, which may consent shall not be unreasonably withheld. In no event shall Tenant shall at the time Tenant requests the consent directly or indirectly, voluntarily or by operation of Landlordlaw, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee pledge, mortgage or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or subleasehypothecate this Lease, or (b) refuse such consentany right or interest hereunder or in or to the Premises. In addition, as if Landlord consents to a condition subletting, in no event shall the applicable sublessee be permitted to assign the sublease or sub-sublet all or any portion of the applicable sublease premises (and any subleases of the Premises or any part thereof shall specifically include the foregoing prohibition). Any attempted assignment, subletting, pledge, mortgaging, hypothecation or other transfer in violation of the terms of this Article XIV, whether voluntary or involuntary, by operation of law, under legal process or proceedings, by receivership, in bankruptcy, or otherwise shall constitute an Event of Default under this Lease and shall be voidable at Landlord’s option. Tenant hereby waives all rights provided for by the provisions of Section 1995.310 of the California Civil Code and any present or future laws regarding Tenant’s right to terminate this Lease or to an award of any consequential or special damages in connection with Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder denial thereof with respect to a request by Tenant under this Article XIV. To the assigned or subleased portion extent not prohibited by provisions of the PremisesBankruptcy Code of 1978, 11 U.S.C. Section 101 et seq. No (as amended, the “Bankruptcy Code”), Tenant on behalf of itself, creditors, administrators and assigns waives the applicability of Sections 541(c) and 365(e) of the Bankruptcy Code unless the proposed assignee of the trustee for the estate of the bankrupt meets Landlord’s standards for consent as set forth below. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the Property the unique attraction of Tenant’s name and business; the foregoing prohibition on assignment or subletting is expressly agreed to by Tenant shall relieve Tenant in consideration of such fact. If this Lease is assigned to any person or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary entity pursuant to the provisions hereof without consent of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be void. The consent by paid or delivered lo Landlord, shall be and remain the exclusive property of Landlord to any assignment or subletting and shall not constitute a waiver property of Tenant or the estate of Tenant within the meaning of the necessity for such consent to any subsequent assignment of sublettingBankruptcy Code. Tenant’s sole remedy for Any and all monies or other considerations constituting Landlord’s refusal property under the preceding sentence not paid or delivered lo Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to consent Landlord. Any person or entity to a proposed which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee or sublessee of Tenant will be shall upon demand execute and deliver to Landlord an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseinstrument confirming such assumption.

Prohibition. (a) Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by sublet any party other than Tenant of all or any part portion of the Premises, Premises without the prior written consent of the Landlord, which may consent shall will not be unreasonably withheld. , conditioned or delayed, provided Tenant shall is not in default under the Lease at the time Tenant requests of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if Landlord is not satisfied with the consent financial condition, identity, reputation or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, sublessee or if Landlord or its agents have shown any space in the name, address, nature of business, ownership, financial responsibility and standing of Project to or attempted to negotiate lease Terms with such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one sublessee regarding other available space in the Project within the proceeding six months of the following: (a) consent to such proposed assignmentamendment. Any change in the majority ownership, encumbrance interest or subleasecontrol of Tenant, if Tenant is a corporation, partnership, limited liability company or (b) refuse such consent. In additionother similar type entity, as a condition to Landlord’s consent to any assignment, sublease or encumbrance shall constitute an assignment for purposes of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable Paragraph. Notwithstanding any consent by Landlord, whereby the Tenant and Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform sublessee, which shall automatically become liable for all the obligations of Tenant hereunder with respect to the assigned or subleased that portion of the PremisesPremises so transferred), and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant, Guarantor, if applicable, or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Xxxxxxxx’s consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with Xxxxxx. No usage of the Premises different from the usage provided for in Paragraph 1 above shall be permitted, and all other Terms and provisions of the Lease shall continue to apply after such assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Leasesublease, including Tenantprovided however, Landlord’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall not be void. The consent by Landlord required with respect to any assignment or subletting shall not constitute a waiver sublease of all or any portion of the necessity for such consent Premises to any subsequent assignment affiliate of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed , or successor by merger consolidation, sale, or acquisition, provided Landlord is given notice thereof and further provided Tenant is not released from its liability hereunder, and the assignee or sublessee has a tangible net worth exclusive of Tenant good will be an action equal to or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleasegreater than that of Tenant.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in SECTION 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Notwithstanding the foregoing, Tenant shall be permitted to assign this Lease or sublease the Premises to an affiliate of Tenant (affiliate, meaning an entity which either controls Tenant, is controlled by Tenant, or is under common control with Tenant),or to a waiver corporation resulting from the merger or consolidation with Tenant, or any persons or entity which acquires substantially all of the necessity for such consent assets of Tenant as a going concern, or to any subsequent assignment person or entity which acquires substantially all of subletting. the stock of Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheld, conditioned, or delayed. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. Without making a formal request for consent to an assignment or sublease, Tenant may request that Landlord give Tenant its decision whether it intends to enforce the recapture provision in clause (c). Landlord agrees to respond to such request within 20 days after Tenant's request for the decision. In addition, as a condition to Landlord’s 's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s Tenant 's sole remedy for Landlord’s 's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s 's reasonable processing costs and attorneys’ ' fees incurred in reviewing any proposed assignment Assignment or sublease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease; (b) sublet the Premises or any part thereof, in whole other than subleases to any party controlling, controlled by or in part, nor sublet, license, assignunder common control with Tenant, or permit occupancy allow the same to be used or occupied by any party anyone other than Tenant of all (or any other party controlling, controlled by or under common control with Tenant); or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part of the Premisesthereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent as to assignments and subleases shall not be unreasonably withheld, conditioned or delayed, and as to mortgages and other matters described in clause (c) above may be given or withheld in Landlord’s sole, but reasonable, discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord’s written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.

Prohibition. Except as expressly set forth herein with respect to a Related Entity, Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, which consent shall not be unreasonably withheld, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt deliver to Tenant a copy of all required information to elect one Landlord's standard form of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease assignment agreement (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder, but with respect to a sublease only, to the extent applicable to the subleased portion of the Premises, and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premiseshereof. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and As Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred to Landlord a fee in reviewing any proposed assignment or sublease.the amount of five hundred dollars ($500) plus Tenant

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole assign or in partany manner transfer this Lease or any interest therein, nor subletor sublet or license the Premises (other than the permitted encumbrance of the leasehold estate as referenced in Exhibit "J" attached hereto, license, assignwhich encumbrance is approved by Landlord) or any part or parts thereof, or permit occupancy by any party other than Tenant of all or any part of the Premisesthereof by anyone with, through or under it, without the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant In the event that Landlord fails to approve the proposed assignment, subletting or licensing of the Premises (in whole or in part) within twenty (20) days from and after the date that Landlord receives Tenant's request to assign, sublet or license the Premises, and provided the request for approval is given in compliance with the notice provisions of this Lease, then such assignment, subletting or licensing of the Demised Premises shall at the time be deemed to have not been approved by Landlord. If Tenant requests Landlord's consent to a specific assignment or sublease, Tenant will give Landlord (i) the name and address of the proposed assignee or subtenant, (ii) the basic terms of the proposed assignment or sublease, and (iii) reasonably satisfactory information about the nature, financial condition, business and business history of the proposed assignee or subtenant, and its proposed initial use of the Premises. Consent by Landlord to one or more assignments or subletting shall not operate as a waiver of Landlord's rights as to any proposed subsequent assignments or sublettings. Should the Demised Premises be occupied in whole or in part by anyone other than Tenant without the express prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting nevertheless collect rent from the proposed assignee assignee, sublessee, mortgagee or subtenant includingother party to whom the leasehold interest was transferred and apply the net amount collected to the Rent payable hereunder, without limitation, the name, address, nature but no such transaction or collection of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Rent through application thereof by Landlord shall have not less than twenty (20) business days after receipt be deemed to waive the provisions hereof or release Tenant from the further performance by Tenant of all required information to elect one of the following: (a) consent to such proposed assignmentits covenants, encumbrance duties and obligations hereunder. Any request for an assignment or sublease, or (b) refuse such consentsubletting consideration must be accompanied with a $500.00 non-refundable processing fee. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease Tenant shall be the delivery responsible to reimburse Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance for all costs and an agreement executed expenses incurred by the assignee, sublessee or other transferee Landlord in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder connection with respect to the assigned or subleased portion of the Premises. No such assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Leaserequest, including Tenant’s obligation to pay Base Rent without limitation, reasonable attorney's fees, which sum will be due and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity payable within thirty (30) days after Tenant receives an invoice for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseexpenses.

Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transfer transferred, whether voluntarily, involuntarily, by operation of law or encumber this Leaseotherwise, and that neither the Premises nor the Property, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or be sublet (which term, without limitation, shall include granting of concessions, licenses, use and occupancy agreements and the like) in whole or in part, nor sublet, license, assign, or permit occupancy be offered or advertised for assignment or sublease by any party other than Tenant of all or any part person acting on behalf of the PremisesTenant, without in each case, the prior written consent of Landlord, which may which, in the case of a proposed assignment or subletting, shall not be unreasonably withheld, delayed or conditioned. Tenant further agrees that notwithstanding any assignment or sublet of any or all of Tenant’s interest in this Lease (irrespective of whether or not Landlord’s consent is required therefor), Tenant shall at remain fully and primarily liable for the time Tenant requests payment and performance of its obligations hereunder, and in the consent case of Landlord, deliver to Landlord assignment such information in writing as Landlord may reasonably require respecting the proposed liability shall be joint and several with such assignee or subtenant includingassignees from time to time. Any consent by Landlord to a particular assignment, without limitationsublease or occupancy or other act, from time to time, for which Landlord’s consent is required pursuant to this ARTICLE 8 shall not in any way diminish the nameprohibition stated in this Section 8.1 as to any such further assignment, address, nature of business, ownership, financial responsibility and standing of such proposed assignee sublease or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one occupancy or other act or the continuing liability of the following: (a) consent original named Tenant or of any assignee from time to such proposed assignmenttime. Notwithstanding the foregoing, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to it is agreed that Landlord’s consent to any assignment, sublease or encumbrance assignment of this Lease shall be the delivery to Landlord or sublease of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased any portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting Premises shall not constitute a waiver of be considered unreasonably withheld if the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee subtenant: (a) is a governmental entity; (b) is an occupant of Tenant will be the Building; (c) whether or not an action occupant of the Building, has been in discussions with Landlord regarding the leasing of space within the Building within the preceding six (6) month period; (d) is incompatible with the character of occupancy of the Building; (e) is an entity with which the payment for the sublease or proceeding for specific performanceassignment is determined in whole or in part based upon its net income or profits; or (f) would subject the Premises to a use which would (i) involve increased personnel or wear upon the Building, injunction (ii) violate any exclusive right granted to another tenant of the Building, (iii) require any addition to or declaratory relief. Tenant shall pay Landlordmodification of the Premises or the Building in order to comply with building code or other Applicable Laws, (iv) involve or otherwise require any irregular Alterations or demising of the Premises without Tenant’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment express written agreement to restore and/or remove the same upon the expiration of the Term, or sublease(v) involve a violation of the Permitted Use clause of this Lease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord’s sole discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord’s written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landxxxx'x xeceipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt deliver to Tenant a copy of all required information to elect one Landlord's standard form of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease assignment agreement (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall reimburse Landlord for actual legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease (1) by itself or taken together with prior sublease(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases is greater than fifty percent (50%) of the period remaining in the term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenaxx, xx recapture the space described in the sublease. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned or subleased portion proposed sublease space, or, if the proposed sublease space covers all the Premises, it shall serve to terminate the entire term of this Lease, in either case as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landxxxx'x xccounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landxxxx'x xccounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant will (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an action assignment within the meaning of this Section 15 and shall be subject to all the provisions hereof. Notwithstanding the preceding sentence, Landlord acknowledges that Tenant is contemplating a merger or proceeding for specific performancesale to another entity and such merger or sale shall not be deemed an Assignment hereunder, injunction or declaratory reliefprovided the net worth and financial strength of the resulting company is not materially diminished as a result of said sale or, merger. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if any, shall pay not be assignable by Tenant unless expressly authorized in writing by Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premisesindirectly, without the prior written consent of Landlord, Landlord (which may consent shall not be unreasonably withheld), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant, except as provided in SECTION 9.7. Tenant may hypothecate this Lease to an institutional lender upon prior notice to Landlord and without releasing Tenant of its obligations herein. In the event Tenant hypothecates this Lease to an institutional lender pursuant to this SECTION 9.1, Landlord agrees that it will negotiate in good faith with such lender a commercially reasonable Subordination, Non-Disturbance and Attornment Agreement which is satisfactory to Landlord; all costs of such negotiation (including reasonable attorneys' fees) shall at be paid by Tenant. This Lease shall not, nor shall any interest herein, be assignable as to the time interest of Tenant requests involuntarily or by operation of law without the prior written consent of Landlord. Subject to SECTION 9.7, deliver for purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease, of which Tenant shall provide written notice to Landlord: if Tenant is a corporation, the transfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; and if Tenant is a trust, the transfer of more than forty-nine (49%) of the beneficial interest under the trust. However, if Tenant is a corporation with equity securities registered under Section 12 of the Securities Exchange Act of 1934, then a transfer of such securities shall not be deemed an assignment of this Lease for which Xxxxxxxx's consent is required. Any of the foregoing acts without such prior written consent of Landlord such information in writing as shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord may reasonably require respecting to terminate this Lease. Tenant agrees that the proposed instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of will perform all required information to elect one of the following: covenants to be performed by Tenant under this Lease (a) consent to such proposed assignment, encumbrance or in the case of a sublease, or (b) refuse only insofar as such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect covenants relate to the assigned or subleased portion of the Premises. No Premises subject to such sublease) as and when performance is due after the effective date of the assignment or subletting by Tenant shall relieve Tenant sublease and that Landlord will have the right to enforce such covenants directly against such assignee or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereundersubtenant. Any purported assignment or subletting contrary to sublease without an instrument containing the foregoing provisions hereof without consent shall be void. The consent Tenant shall in all cases remain liable for the performance by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee subtenant of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseall such covenants.

Prohibition. Tenant shall not assign, convey, mortgage, pledge pledge, encumber or otherwise transfer this Lease or encumber this Leaseany interest therein, in whole sublet the Premises or in part, nor sublet, license, assignany part thereof, or permit the use or occupancy by any party other than Tenant of all the Premises or any part of the Premisesthereof by anyone other than Tenant, without the receiving Landlord's prior written consent of Landlordconsent, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant Any purported transfer, encumbrance, pledge, mortgage, assignment or subletting not in compliance herewith shall at be void and of no force or effect. In the time Tenant requests the consent event of any assignment, subletting, transfer or occupancy by someone other than Tenant, whether or not expressly or impliedly approved by Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting Tenant shall, nevertheless, at all times, remain fully responsible and jointly and severally liable for the proposed payment of the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. Any assignment or sublease shall contain a provision whereby the assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility agrees to comply with and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of be bound by all required information to elect one of the following: (a) consent to such proposed assignmentterms, encumbrance or subleasecovenants, or (b) refuse such consent. In additionconditions, as a condition to Landlord’s consent to any assignment, sublease or encumbrance provisions and agreements of this Lease to the extent applicable, and Tenant shall be the delivery deliver to Landlord of a true Landlord, promptly after execution, an executed copy of the fully executed instrument of assignment, transfer each assignment or encumbrance sublease and an agreement executed of compliance by each assignee or subtenant. Any sublease shall also contain a provision that in the assignee, sublessee or other transferee in form event of default by Tenant hereunder and substance satisfactory to Landlord and expressly enforceable a termination of this Lease by Landlord, whereby such subtenant shall, at Landlord's option, attorn to Landlord as if Landlord were the assignee assumes and agrees to be bound by lessor under the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular uses set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise; (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord's reasonable discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt be absolutely null and void and of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance no legal force or sublease, or (b) refuse such consenteffect. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The Any consent by Landlord to any assignment or subletting sublease shall not be deemed to release Tenant from its obligation hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. In the event that Landlord elects to reject any proposed sublease or assignment, the Tenant's sole and exclusive remedy shall be to seek a declaratory judgment against Landlord so as to enable Tenant to avoid a termination of this Lease. Any violation of the provisions of this Section 8.1 shall constitute a waiver default under this Lease. Notwithstanding anything to the contrary herein, Tenant, at any time and from time to time during the Lease Term shall have the right to sublet all or ay portion of the necessity for such consent Premises to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseClarx Xxxustries.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheld. given or withheld is Landlord’s sole, but reasonable, discretion; provided, however, notwithstanding the foregoing to the contrary, Tenant shall at may assign this Lease or sublet the time Tenant requests Premises to an affiliate (defined below) without the prior consent of Landlord. Any purported assignment (to other than a Tenant affiliate), deliver mortgage, transfer, pledge or sublease (to Landlord such information in writing as Landlord may reasonably require respecting other than a Tenant affiliate) made without the proposed assignee or subtenant including, without limitation, the name, address, nature prior written consent of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord’s written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting of sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Lease Term as the same may be realized by any transfer of said estate. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage, pledge mortgage or otherwise transfer encumber all or encumber any portion of its interest in this Lease, in whole Lease or in partthe Premises (collectively, nor sublet, license, assign, "ASSIGNMENT") or permit occupancy the Premises to be occupied by any party anyone other than Tenant of all or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any part of the Premises, portion thereof without obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant shall at the time Tenant requests the consent of Landlord, deliver to Landlord and any such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or sublease, or (b) refuse such consent. In addition, as to be a condition to Landlord’s consent to any assignmentAssignment or Sublease. If Tenant is a corporation, sublease an unincorporated association, a limited liability company or encumbrance a partnership, any transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership which results in a change in the effective control of such entity (such as a change of the general partner or a change in the ownership of the general partner of a limited partnership), shall be deemed an Assignment of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, assign or permit occupancy by any party other than Tenant of all or any part of the PremisesPremises by any party other than Tenant, without the prior written consent of Landlord, which may not be unreasonably withheldLandlord in each instance. Tenant shall shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant subtenant; and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or ; (b) refuse such consent, which refusal shall be in Landlord's sole discretion; or (c) elect to terminate this Lease or, in the case of a partial sublease, terminate this Lease as to the portion of the Premises proposed to be sublet. As a condition for Landlord's consent to any assignment, encumbrance or release, Landlord may require that the assignee or subtenant remit directly to Landlord on a monthly basis all monies due to Tenant by said assignee or subtenant. In addition, as a condition to Landlord’s 's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee subtenant or other transferee transferee, in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, subtenant or transferee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder, including, without limitation, the environmental warranties and covenants set forth in Article XI. If Landlord does not elect to terminate this Lease with respect to the assigned or subleased portion of the Premises. No a proposed assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Leasesubletting, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by then Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to unreasonably withhold its consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.subletting provided that, in addition to all other requirements of this Article XV being satisfied:

Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Lease Term as the same may be realized by any transfer of said estate. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage, pledge mortgage or otherwise transfer encumber all or encumber any portion of its interest in this Lease, in whole Lease or in partthe Premises (collectively, nor sublet, license, assign, "ASSIGNMENT") or permit occupancy the Premises to be occupied by any party anyone other than Tenant of all or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any part of the Premises, portion thereof without obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant shall at the time Tenant requests the consent of Landlord, deliver to Landlord and any such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or sublease, or (b) refuse such consent. In addition, as to be a condition to Landlord’s consent to any assignmentAssignment or Sublease. If Tenant is a corporation, sublease an unincorporated association, a limited liability company or encumbrance a partnership, any transfer, assignment or hypothecation or any stock or interest in such corporation, association, limited liability company or partnership in the aggregate in excess of forty percent (40%), or any other transfer which results in a change in the effective control of such entity (such as a change of the general partner or a change in the ownership of the general partner of a limited partnership), shall be deemed an Assignment of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent as to (a) and (b) shall not be unreasonably withheldwithheld and as to (c) may be given or withheld in Landlord's sole and absolute discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt be absolutely null and void and of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentno legal force and effect. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The Any consent by Landlord to any assignment or subletting sublease shall not be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. In the event that Landlord elects to reject any proposed sublease or assignment, the Tenant's sole and exclusive remedy shall be to seek a declaratory judgment against Landlord so as to enable Tenant to avoid a termination of this Lease. Any violation of the provisions of this Section 8.1 shall constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleasedefault under this Lease.

Prohibition. Except as expressly set forth below, Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheldwithheld or delayed. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such the following information in writing as Landlord may reasonably require respecting regarding the proposed assignee or subtenant including, without limitation, subtenant: the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and subtenant. Landlord shall have not less than twenty ten (2010) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable; provided that Landlord may not exercise its right to terminate the Lease (or lease of the applicable portion of the Premises) pursuant to Subsection 15.01(c) above in the case of a requested sublease of the Premises except in the event the cumulative total area of the Premises subleased exceeds 50% of the total area of the Premises. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any Except as expressly set forth below, any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing actual third party costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease (not to exceed $1,000 per assignment or sublease).

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord’s sole, but reasonable, discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord’s written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Notwithstanding the foregoing, Tenant shall be permitted to assign or sublease any portion of the Premises to its parent corporation or to any wholly-owned subsidiary or to any successor in interest to Tenant or to an entity resulting from the merger of Tenant into such entity or to any entity acquiring all or substantially all of Tenant’s assets or common stock (each a “Permitted Assignee”) of Tenant without Landlord’s prior written consent; provided, however, that in the event or an assignment or sublease to a Permitted Assignee, Tenant must notify Landlord in writing of such assignment or sublease no later than thirty (30) days prior to such Permitted Assignee occupying all or any portion of the Premises; further, provided, that Tenant shall remain fully liable for performance of all obligations under this Lease; and further, provided, that such Permitted Assignee shall not constitute a waiver be permitted to use the Premises in violation of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs Section 1.8 and attorneys’ fees incurred in reviewing any proposed assignment or subleaseSection 4.1.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use specified in this Lease; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldwithheld or delayed. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord’s written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the PremisesPremises (collectively, a “Transfer”), without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or subleaseTransfer, or (b) refuse such consent. In addition, as a condition to LandlordXxxxxxxx’s consent to any assignment, sublease or encumbrance Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting Transfer contrary to the provisions hereof without consent shall be voidvoid and an Event of Default by Tenant. The consent by Landlord to any assignment or subletting Transfer shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory reliefTransfer. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseTransfer.

Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer or encumber this Leasetransferred, in whole or in partand that neither the Premises, nor sublet, license, assignany part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or permit occupancy used or occupied, or utilized for desk space or for mailing privileges, by any party anyone other than Tenant of all Tenant, or for any part of the Premisesuse or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of LandlordLandlord in each and every case, which may consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to advertise publicly to assign this Lease. Not in limitation of the foregoing, Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than thirty (30) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the precise square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Tenant also shall at promptly supply Landlord with the time Tenant requests the consent most recent unaudited financial statements of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingcertified by an officer thereof and prepared in accordance with generally accepted accounting practices, without limitationalong with such other information as Landlord may reasonably request, indicating the namenet worth, address, nature liquidity and credit worthiness of business, ownership, financial responsibility and standing of such the proposed assignee or subtenant and in order to permit Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of evaluate the following: (a) consent to such proposed assignment, encumbrance assignment or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and Tenant agrees to be bound by the terms reimburse Landlord for legal fees and provisions of this Lease any other reasonable expenses and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent costs incurred by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing connection with any proposed assignment or subleasesubletting, not to exceed $3,000.00 in any one instance.

Prohibition. Except as expressly set forth below, Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheldwithheld or delayed. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such the following information in writing as Landlord may reasonably require respecting regarding the proposed assignee or subtenant including, without limitation, subtenant: the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and subtenant. Landlord shall have not less than twenty ten (2010) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable; provided that Landlord may not exercise its right to terminate the Lease (or lease of the applicable portion of the Premises) pursuant to Subsection 15.01(c) above in the case of a requested sublease of the Premises except in the event the cumulative total area of the Premises subleased exceeds 50% of the total area of the Premises. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any Except as expressly set forth below, any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing actual third party costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease (not to exceed $1,000 per assignment or sublease).

Prohibition. Tenant shall not assigndirectly or indirectly, mortgagevoluntarily or by operation of law, pledge or otherwise transfer or encumber assign this Lease, in whole or in part, nor sublet, license, assignany right or interest hereunder, or permit occupancy by sublet the Premises or any party part thereof, or allow any other than Tenant of person or entity to occupy or use all or any part of the Premises, Premises without first obtaining the prior written consent of LandlordLandlord in each instance, which may consent shall not be unreasonably withheld. In addition, if Landlord consents to a subletting, in no event shall the applicable sublessee be permitted to assign the sublease or sub-sublet all or any portion of the applicable sublease premises (and any subleases of the Premises or any part thereof shall specifically include the foregoing prohibition). In no event shall Tenant directly or indirectly, voluntarily or by operation of law, pledge, mortgage or hypothecate this Lease, or any right or interest hereunder or in or to the Premises. Any attempted assignment, subletting, pledge, mortgaging, hypothecation or other transfer in violation of the terms of this Article XIV, whether voluntary or involuntary, by operation of law, under legal process or proceedings, by receivership, in bankruptcy, or otherwise shall constitute an Event of Default under this Lease and shall be voidable at Landlord’s option. Tenant hereby waives all rights provided for by any present or future laws regarding Tenant’s right to terminate this Lease or to an award of any consequential or special damages in connection with Landlord’s consent or denial thereof with respect to a request by Tenant under this Article XIV. To the time extent not prohibited by provisions of the Bankruptcy Code of 1978, 11 U.S.C. Section 101 et seq. (as amended, the “Bankruptcy Code”), Tenant requests on behalf of itself, creditors, administrators and assigns waives the applicability of Sections 541(c) and 365(e) of the Bankruptcy Code unless the proposed assignee of the trustee for the estate of the bankrupt meets Landlord’s standards for consent as set forth below. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the Project the unique attraction of Tenant’s name and business; the foregoing prohibition on assignment or subletting is expressly agreed to by Tenant in consideration of such fact. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseassumption.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, “assignment”), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant or to tenants generally of such types of buildings, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord’s written consent thereto, and (b) comply with all Landlord’s conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord at least ten (10) business days prior to the proposed commencement of the sublease or assignment (the “Proposed Effective Date”) the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee’s or sublessee’s financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord’s receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty deliver to Tenant a copy of Landlord’s standard form of Consent by Landlord to an assignment or sublease (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignmentas applicable), encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to which instrument shall be utilized for Landlord’s consent to any assignment, each proposed sublease or encumbrance of this Lease assignment (as applicable). Any proposed assignment or sublease shall be the delivery to Landlord of include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant’s obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for Landlord’s actual and provisions reasonable legal and other out-of-pocket expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than fifty percent (50%) of the rentable square feet of the Premises and (2) is for the entire period remaining in the Term of this Lease, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease and perform all the obligations of Tenant hereunder with respect to the assigned proposed sublease or subleased portion assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, not termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed or complied with, for the term of this Lease. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord’s accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord’s accounting department shall not be considered as acceptance by Landlord of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay obtain Landlord’s reasonable processing costs prior written consent to any such subletting or assignment, and attorneys’ fees incurred any such actions or omissions by the personnel of Landlord’s accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. Any and all options, rights of first refusal, rights of first offer, tenant improvement allowances and other similar rights granted to Tenant in reviewing any proposed assignment or subleasethis Lease, if any, shall not be assignable by Tenant (except as part of a Permitted Transfer, as defined below) unless expressly authorized in writing by Landlord.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor subletwith the exception of an assignment or transfer to Tenant’s affiliates or subsidiaries, license(collectively, assign, or permit occupancy by any party other than Tenant of all or any part of the Premisesa “Transfer”), without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or subleaseTransfer, or (b) refuse such consent. If Landlord fails to respond to a request for consent within this time frame, Xxxxxxxx’s consent will be deemed given. In addition, as a condition to LandlordXxxxxxxx’s consent to any assignment, sublease or encumbrance Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including TenantXxxxxx’s obligation to pay Base Rent and Additional Rent hereunder, unless otherwise agreed by the Parties in writing. Any purported assignment or subletting Transfer contrary to the provisions hereof without consent shall be voidvoid and an Event of Default by Tenant. The consent by Landlord to any assignment or subletting Transfer shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory reliefTransfer. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed Transfer. In the event Tenant will be assigning or transferring any part of this Lease to an affiliate or subsidiary of Tenant, Tenant shall provide notice of said assignment or subleasetransfer to the Landlord at least twenty (20) business days prior to the effective date of the transfer or assignment.

Prohibition. Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of sublet all or any part portion of the Premises, Premises without the prior written consent of Landlord, which may consent shall not be unreasonably withheld. withheld or delayed, provided Tenant shall is not in default under this Lease at the time Tenant requests of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if Landlord is not satisfied with the consent financial condition, identity, reputation or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingsublessee or if Landlord or its agents have shown any space in the Project to, without limitationor attempted to negotiate lease terms with, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one sublessee regarding other available space in the Project within the preceding six months of the following: (a) consent to such proposed assignmentassignment or subletting. Any change in the majority ownership, encumbrance interest or subleasecontrol of Tenant, if Tenant is a corporation, partnership, limited liability company or (b) refuse such consent. In additionother similar type entity, as a condition to Landlord’s consent to any assignment, sublease or encumbrance shall constitute an assignment for purposes of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable Paragraph. Notwithstanding any consent by Landlord, whereby the Tenant and Guarantors), if any, shall remain jointly and severally liable (along with each approved assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform sublessee, which shall automatically become liable) for all the obligations of Tenant hereunder with respect to the assigned or subleased that portion of the Premises. No assignment or subletting by Tenant Premises so transferred, and Landlord shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation be permitted to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to enforce the provisions hereof without consent shall be void. The consent by Landlord to of this Lease directly against Tenant, Guarantor, if applicable, or any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord’s consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant will hereunder and such assignee shall be an action or proceeding jointly and severally liable therefor along with Tenant. No usage of the Premises different from the usage provided for specific performancein Paragraph 1 above shall be permitted, injunction or declaratory relief. Tenant and all other terms and provisions of this Lease shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed continue to apply after such assignment or sublease.

Prohibition. Notwithstanding any other provision of this Lease, Tenant shall not not, directly or indirectly, assign, mortgage, pledge or otherwise transfer transfer, voluntarily or encumber involuntarily, this LeaseLease or any interest herein or sublet (which term without limitation, in shall include granting of concessions, licenses, and the like) or allow any other person or entity to occupy the whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without except for Permitted Transfers (as hereinafter defined) without, in each instance, having first received the prior written express consent of Landlord, which may consent shall not be unreasonably withheld. Tenant withheld or delayed provided that (i) the proposed subtenant shall at have a business reputation and use which is a Permitted Use; (ii) the time Tenant requests proposed subtenant has the consent financial ability to fulfill all of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting its obligations under the proposed assignment or sublease; and (iii) the proposed assignee or subtenant agrees in writing, in form acceptable to Landlord in the exercise of reasonable business judgment, that its assignment or sublease shall be subject to all of the terms and conditions of this Lease. Any request for consent under this Section 7.1 shall set forth, in detail reasonably satisfactory to Landlord, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee rent or subtenant and any other consideration to be paid in respect thereto. In any case where Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment or subletting, Tenant originally named herein shall remain fully liable for Tenant obligations hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not be affected in any way by any amendment, modification, or extension or by any further assignment, sublease other transfer, or encumbrance subleasing of this Lease provided that after an assignment, Tenant's obligations shall be limited to those in effect at the delivery to Landlord of a true copy time of the fully executed instrument assignment. Tenant agrees to pay to Landlord, within fifteen (15) days of assignmentbilling therefor, transfer all reasonable legal and other out-of-pocket expenses incurred by Landlord in connection with any request to assign or encumbrance and an agreement executed by sublet. It shall be a condition of the assigneevalidity of any permitted assignment or subletting that the assignee or sublessee agree directly with Landlord, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by all Tenant obligations hereunder, including, without limitation, the terms obligation to pay all Rent and provisions of other amounts provided for under this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No covenant against further assignment or subletting by Tenant shall relieve Tenant other transfer or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use specified in this Lease; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldwithheld or delayed. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant shall not assigncovenants and agrees that, mortgageexcept as permitted herein, pledge neither this Lease nor the estate hereby granted, nor any interest herein or therein, will be assigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transfer transferred, whether voluntarily, involuntarily, by operation of law or encumber this Leaseotherwise, and that neither the Premises nor the Property, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or be sublet (which term, without limitation, shall include granting of concessions, licenses, use and occupancy agreements and the like) in whole or in part, nor subletwithout in each case, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which may shall not be unreasonably withheld, conditioned, or delayed provided that any such assignee or subtenant agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its reasonable discretion, to be bound by all obligations of Tenant under this Lease (with respect only to the subleased premises in the case of a sublease), including without limitation, the covenant limiting assignment and subletting and containing such other provisions as are consistent with this Lease. Tenant further agrees that notwithstanding any assignment or sublet of any or all of Tenant’s interest in this Lease (irrespective of whether or not Landlord’s consent is required therefor), Tenant shall at remain fully and primarily liable for the payment and performance of its obligations hereunder, and in the case of assignment such liability shall be joint and several with such assignee or assignees from time to time. Any consent by Landlord to a particular assignment, sublease or occupancy or other act, from time to time, for which Landlord’s consent is required pursuant to this ARTICLE 8, and any provision of this Lease which permits an assignment, sublease or occupancy or other act without Landlord’s consent shall not in any way diminish the prohibition stated in this Section 8.1 as to any such further assignment, sublease or occupancy or other act or the continuing liability of the original named Tenant requests or of any assignee from time to time. Assignment of the Lease or a sublease of all or a portion of the Premises to a parent, affiliate, or subsidiary of Tenant shall be permitted hereunder without the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed . Any assignee or subtenant includingshall be obligated to enter into a written instrument in form satisfactory to Landlord in its reasonable discretion agreeing to be bound by all obligations of Tenant under this Lease (with respect only to the subleased premises in the case of a sublease), including without limitation, the name, address, nature of business, ownership, financial responsibility covenant against further assignment and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheldwithheld or delayed; provided, that nothing herein shall be deemed to prohibit occupancy (without any assignment or subletting) of portions of the Premises by Tenant's affiliates. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility condition and standing reputation of such proposed assignee or subtenant and Landlord shall have not less than twenty ten (2010) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, which refusal shall be on reasonable grounds. In addition, as a condition to Landlord’s 's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunderhereunder or be deemed to allow a release of the LC or Bond pursuant to Section 17.26 until such time as allowed to be terminated or released pursuant to the provisions of said Section 17.26. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the operation of the Premises by Tenant for the particular use set forth in Section 4 above (provided, however, that nothing herein shall obligate Tenant to operate continuously a business within the Premises, subject, however, to Tenant’s continuing obligation to pay Rent as required hereunder); therefore, Tenant shall not assignwhether voluntarily, mortgageor by operation of law, pledge or otherwise (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant, or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may be given or withheld in Landlord’s reasonable, discretion. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall be absolutely null and void. No assignment of this Lease shall be effective and valid unless and until the assignee or sublessee executes and delivers to Landlord an agreement assuming the obligations of the Tenant under the Lease to the extent set forth in the assignment or sublease and further acknowledging that in the event of a sublease, the sublease is subordinate to the Lease and, in the event of an assignment, the assignment does not, without the written consent of the Landlord, modify or release any of the obligations of the Tenant under the Lease. Any consent by Landlord to a particular assignment, sublease or mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord’s written approval shall be required in all such instances. Any consent by Landlord to any sublease shall not be unreasonably withheld. deemed to release Tenant from its obligations hereunder and Tenant shall at remain fully liable for performance of all obligations under this Lease. Notwithstanding any provisions to the time Tenant requests contrary contained in this Lease, this Lease may be assigned, or the Premises may sublet or license in whole or in part, without the consent of Landlord, deliver to Landlord such information in writing as Landlord any corporation into or with which Tenant may reasonably require respecting the proposed assignee be merged or subtenant includingconsolidated or to any corporation or other entity which shall be a subsidiary, without limitationparent or successor of Tenant, the nameor of a corporation which may be merged or consolidated into or with Tenant or which Tenant shall control, address, nature directly or indirectly (“Related Entity” or “Affiliate”). Under no circumstances shall a sale of business, ownership, financial responsibility and standing of such proposed assignee a majority or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one more of the following: (a) consent common stock of Tenant or its parent be deemed an assignment pursuant to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all Lease. Additionally, the obligations public sale or transfer of the common stock of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No its parent shall not constitute an assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease. For purposes herein, including a Related Entity shall have the same rights as the Tenant hereunder as if the Related Entity were the original Tenant’s obligation . Tenant may, on notice to pay Base Rent and Additional Rent hereunderLandlord, license a portion of its Premises for use by those entities with whom Tenant is doing business, including, without limitation, clients, joint venturers or strategic partners. Any purported assignment For purpose of this section a “subsidiary” or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment “affiliate” or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee “successor” of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.mean the following:

Prohibition. Tenant shall not assign, convey, mortgage, pledge pledge, encumber or otherwise transfer this Lease or encumber this Leaseany interest therein, in whole sublet the Premises or in part, nor sublet, license, assignany part thereof, or permit the use or occupancy by any party other than Tenant of all the Premises or any part of the Premisesthereof by anyone other than Tenant, without the receiving Landlord's prior written consent of Landlordconsent, which may consent shall not be unreasonably withheldwithheld or delayed. A transfer by operation of law, merger or consolidation, or a change of any partnership interest in Tenant or in the ownership of the voting stock of Tenant or any direct or indirect parent of Tenant shall be deemed an assignment for purposes of this Paragraph 17. Any purported transfer, encumbrance, pledge, mortgage, assignment or subletting not in compliance herewith shall be void and of no force or effect. In the event of any assignment, subletting, transfer or occupancy by someone other than Tenant, whether or not expressly or implied approved by Landlord, Tenant shall, nevertheless, at all times, remain fully responsible and jointly and severally liable for the payment of the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. Any assignment or sublease shall contain a provision whereby the assignee or subtenant agrees to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to the extent applicable, and Tenant shall deliver to Landlord, promptly after execution, an executed copy of each assignment or sublease and an agreement of compliance by each assignee or subtenant. Any sublease shall also contain a provision that in the event of default by Tenant hereunder and a termination of this Lease by Landlord, such subtenant shall, at Landlord's option, attorn to Landlord as if Landlord were the lessor under the sublease. Tenant shall at the time Tenant requests the consent of Landlord, deliver to reimburse Landlord for all third party costs and expenses incurred by Landlord in considering each such information in writing as Landlord may reasonably require respecting the proposed assignee sublease or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance regardless of whether or subleasenot Landlord consents, or but in an amount not to exceed Five Hundred and No/I 00 Dollars (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease$500).

Prohibition. Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by sublet any party other than Tenant of all or any part portion of the Premises, Premises without the prior written consent of the Landlord, which may consent shall not be unreasonably withheld. withheld or delayed, provided Tenant shall is not in default beyond any applicable grace period under the Lease at the time Tenant requests of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if (i) Landlord is not reasonably satisfied with the consent identity, reputation or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingsublessee, without limitation(ii) the proposed assignee or sublessee is an existing tenant of the Project, (iii) the nameidentity of or the use contemplated by the proposed assignee or sublessee would violate an exclusive given by Landlord to another tenant, address(iv) the proposed assignee or sublessee is a governmental subdivision or agency or any person or entity who enjoys diplomatic or sovereign immunity, nature of business, ownership, financial responsibility and standing of or (v) if Landlord or its agents have delivered a term sheet to such proposed assignee or subtenant and Landlord shall have not less than twenty sublessee regarding other available space in the Project within the preceding six (206) business days after receipt of all required information to elect one months of the following: (a) consent to such proposed assignment, encumbrance assignment or sublease. Any change in the majority ownership, interest or (b) refuse such consent. In additioncontrol of Tenant, as if Tenant is a condition to Landlord’s consent to any assignmentcorporation, sublease partnership, limited liability company or encumbrance other similar type entity, shall constitute an assignment for purposes of this Lease shall be Paragraph to the delivery to Landlord of extent that Tenant is not a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable publicly traded company. Notwithstanding any consent by Landlord, whereby the Tenant shall remain jointly and severally liable (along with each approved assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform sublessee, which shall automatically become liable for all the obligations of Tenant hereunder with respect to the assigned or subleased that portion of the PremisesPremises so transferred), and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord's consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with Tenant. No usage of the Premises different from the usage provided for in Paragraph 1 above shall be permitted, and all other terms and provisions of the Lease shall continue to apply after such assignment or subletting sublease. Notwithstanding any provision in the Lease to the contrary, Tenant may assign this Lease or sublease part or all of the Premises without Landlord's consent to: (i) any corporation, limited liability company, or partnership that controls, is controlled by, or is under common control with, Tenant, or (ii) any corporation or limited liability company resulting from the merger or consolidation with Tenant or to any entity that acquires all of Tenant's assets as a going concern of the business that is being conducted on the Premises (collectively, an “Affiliate”); provided that (a) Tenant remains liable under the Lease, (b) Tenant provides Landlord notice of the assignment and/or sublease at least fifteen (15) days prior to the effective date, to the extent Tenant is permitted to do so under applicable law, together with current financial statements of the Affiliate certified by an executive officer of the Affiliate, and (c) Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant shall relieve and the Affiliate, except in the event of a merger by operation of law, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignee if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements ant obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt deliver to Tenant a copy of all required information to elect one Landlord's standard form of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease assignment agreement (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned proposed sublease or subleased portion assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and ail actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights to be inferred therefrom. For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant will (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) except for sales of shares through a regulated public exchange in the direct or indirect ownership of Tenant shall be deemed to be an action assignment within the meaning of this Section 15 and shall be subject to all the provisions hereof. Except for a permissible assignment to a Related Entity, any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if any, shall not be assignable by Tenant unless expressly authorized in writing by Land Lord. Notwithstanding anything to the contrary contained herein, so long as Tenant delivers to Landlord (1) at least thirty (30) days prior written notice of its intention to assign or proceeding for specific performancesublease the Premises to any Related Entity, injunction or declaratory relief. Tenant which notice shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.set forth the name of the Related

Prohibition. Tenant shall not assign, mortgage, pledge assign or otherwise transfer this Lease or encumber this Leasesublet the Premises or any part thereof, in whole without first obtaining Landlord's consent, which consent shall not be unreasonably withheld or in part, nor sublet, license, assign, or permit occupancy by any party other than delayed. Unless Tenant of proposes to sublease all or any part portion of the Premises, without the prior written consent of Landlordor to assign this Lease, which may not be unreasonably withheld. Tenant shall at the time Tenant requests the consent of Landlord, deliver (i) to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or subleasean Affiliate, or (bii) refuse as part of a sale, assignment or other transfer of the equity interest of Tenant or a sale, assignment or transfer of assets of Tenant in addition to the Lease and Tenant's interest in the Premises, Tenant shall give Landlord notice of its intention to enter into such consentassignment or sublease and such notice shall be deemed an offer from Tenant to Landlord whereby Landlord may (A) terminate this Lease with respect to such space as Tenant proposes to sublease if the term of such sublease is for the balance of the Lease Term, upon the terms and conditions hereinafter set forth, or (B) if the proposed transaction is an assignment of this Lease, to terminate this Lease with respect to the entire Premises. In addition, as Such option may be exercised by notice from Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's notice. If Landlord exercises this option to terminate all or a condition to Landlord’s consent to any assignment, sublease or encumbrance portion of this Lease pursuant to this Section 19.1, (x) this Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that which is 75 days after Landlord's receipt of Tenant's notice, (y) Tenant's Rents shall be the delivery apportioned, paid or refunded as of such date, and (z) Tenant, upon Landlord's request, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions hereof. If Landlord shall not exercise its right to terminate pursuant to this Section, then if such assignment or sublease shall not be consummated within nine (9) months from the giving of such notice by Tenant, Landlord's right to terminate shall be reactivated and the foregoing provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant Section 19.1 shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord apply to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed future assignment or sublease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which may not be unreasonably withheldwithheld or conditioned by Landlord in its sole discretion. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: ; (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment Assignment or sublease, not to exceed $1500 per request.

Prohibition. Tenant shall not assign, mortgagesublease, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all Lease or any part of the Premises, interest therein without the prior written consent of LandlordLandlord first being obtained, which may consent will not be unreasonably withheld. withheld or delayed provided that: (1) Tenant shall provides written notice to Landlord at least 10 business days prior to such assignment or subletting setting forth the details of the proposed assignment or sublease; (2) Landlord declines to exercise its rights under Section 17.2; (3) the transferee is engaged in a business and the portion of the Premises will be used for the Use permitted under this Lease and in a manner which is in keeping with the then standards of the Building and does not conflict with any exclusive use rights granted to any other tenant of the Building, and such use will not, in Landlord's reasonable opinion materially increase parking or occupancy loads; (4) Landlord, in its sole discretion, determines that the transferee has a sound business reputation; (5) Tenant is not in default at the time Tenant requests it makes its request; (6) the consent transferee is not a tenant or currently negotiating a lease with Landlord in any Building owned by Landlord adjacent to the Building (provided Landlord has space available to satisfy the space requirements of Landlord, deliver the transferee and is willing to Landlord lease such information in writing as Landlord may reasonably require respecting space to the proposed assignee or subtenant including, without limitation, transferee); and (7) the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have rent to be paid by the transferee is not less than twenty (20) business days after receipt of all required information to elect one 85% of the following: (a) consent to such proposed assignment, encumbrance rental rate then being offered by Landlord for similar space in the Building. Any attempted assignment or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance by Tenant in violation of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions covenants of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent Article 17 shall be void. The consent by If Landlord to any assignment or subletting shall does not constitute a waiver notify Tenant of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to specific grounds upon which Landlord is withholding consent to a proposed assignee assignment or sublessee subletting within 10 business days after Landlord receives Tenant's request for consent to an assignment or subletting, Landlord shall be deemed to have approved such assignment. Notwithstanding anything in this Lease to the contrary, Tenant shall have the right to assign its interest in this Lease or to sublet all or a part of the Premises without Landlord's prior consent to a Permitted Transferee, as hereinafter defined, provided (1) the Permitted Transferee is engaged in a business (and the portion of the Premises will be used for) the use permitted hereunder; and (2) Tenant is not in default at the time it makes any such sublease. In the event of an assignment or sublet to a Permitted Transferee, Tenant shall remain liable for all of its obligations hereunder. For purposes of this Lease, a "Permitted Transferee" means, any person or entity which directly or indirectly controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant or to any person or entity which acquires all of the assets of Tenant will as a going concern of the business that is being conducted on the Premises. In order for any transfer to a Permitted Transferee to be an action or proceeding for specific performanceeffective, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any provide written notice to Landlord within ten (10) days' after such transfer setting forth the facts supporting designation of the proposed assignment or subleaseassignee as a Permitted Transferee.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing statements of such proposed assignee or subtenant subtenant. If Landlord receives information from Tenant regarding a proposed assignee or sublessee and Landlord determines that Landlord needs additional information, Landlord shall promptly notify of the information that Landlord requires from Tenant. Landlord shall have not less more than twenty fifteen (2015) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed Assignment or sublease. Notwithstanding anything to the contrary in this Section 15.1 and so long as Tenant provides Landlord with not less than fifteen (15) days prior written notice, no prior written consent of Landlord shall be required for any assignment or subleasesublease with (collectively, a “Permitted Transferee”): (i) a corporation or other entity into or with which Tenant is merged, reorganized or consolidated or with an entity to which all or substantially all of Tenant’s assets are transferred, provided (x) such merger, reorganization, consolidation or transfer of assets is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby, and (y) the assignee or successor entity has a net worth (determined in accordance with generally accepted accounting principles consistently applied) at least equal to or in excess of the net worth of Tenant immediately prior to such merger, consolidation, reorganization or transfer and Landlord has been provided with reasonable proof thereof prior to such transaction or (ii) any entity which is a parent, subsidiary or affiliate of Tenant. As used herein, the term “affiliate” means an entity controlled by, controlling or under common control with Tenant. For the purposes of this Section 15.1, “control” means either direct ownership of not less than 51% of the voting control of such entity.

Prohibition. Tenant shall not assigndirectly or indirectly, mortgagevoluntarily or by operation of law, pledge or otherwise transfer or encumber assign this Lease, in whole or in part, nor sublet, license, assignany right or interest hereunder, or permit occupancy by sublet the Premises or any party part thereof, or allow any other than Tenant of person or entity to occupy or use all or any part of the Premises, Premises without first obtaining the prior written consent of LandlordLandlord in each instance, which may consent shall not be unreasonably withheldwithheld or conditioned. Landlord shall grant or deny its consent to a proposed assignment or sublease within thirty (30) days following receipt of a request therefor as provided for herein. In the event that (i) Landlord shall fail to grant or deny its consent within such 30-day period, (ii) Tenant shall at deliver a second request for Landlord's consent (delivered following the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing expiration of such proposed assignee or subtenant 30-day period), and (iii) Landlord shall have not less than twenty fail to grant or deny its consent within five (205) business days after following receipt of all required information such second request, Landlord's consent with respect to elect one the subject assignment or sublease shall be deemed granted. In no event shall Tenant directly or indirectly, voluntarily or by operation of the following: (a) consent to such proposed assignmentlaw, encumbrance pledge, mortgage or subleasehypothecate this Lease, or (b) refuse such consentany right or interest hereunder or in or to the Premises. In addition, as if Landlord consents to a condition subletting, in no event shall the applicable sublessee be permitted to Landlord’s consent to assign the sublease or sub-sublet all or any portion of the applicable sublease premises (and any subleases of the Premises or any part thereof shall specifically include the foregoing prohibition). Any attempted assignment, sublease subletting, pledge, mortgaging, hypothecation or encumbrance other transfer in violation of the terms of this Lease Article XIV, whether voluntary or involuntary, by operation of law, under legal process or proceedings, by receivership, in bankruptcy, or otherwise shall be the delivery to Landlord constitute an Event of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of Default under this Lease and perform shall be voidable at Landlord’s option. Tenant hereby waives all rights provided for by the obligations provisions of Tenant hereunder Section 1995.310 of the California Civil Code and any present or future laws regarding Tenant’s right to terminate this Lease or to an award of any consequential or special damages in connection with Xxxxxxxx’s consent or denial thereof with respect to a request by Tenant under this Article XIV. To the assigned or subleased portion extent not prohibited by provisions of the PremisesBankruptcy Code of 1978, 11 U.S.C. Section 101 et seq. No (as amended, the “Bankruptcy Code”), Tenant on behalf of itself, creditors, administrators and assigns waives the applicability of Sections 541(c) and 365(e) of the Bankruptcy Code unless the proposed assignee of the trustee for the estate of the bankrupt meets Xxxxxxxx’s standards for consent as set forth below. Xxxxxxxx has entered into this Lease with Xxxxxx in order to obtain for the benefit of the Property the unique attraction of Tenant’s name and business; the foregoing prohibition on assignment or subletting is expressly agreed to by Tenant shall relieve Tenant in consideration of such fact. If this Lease is assigned to any person or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary entity pursuant to the provisions hereof without consent of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be void. The consent by paid or delivered to Landlord, shall be and remain the exclusive property of Landlord to any assignment or subletting and shall not constitute a waiver property of Tenant or the estate of Tenant within the meaning of the necessity for such consent to any subsequent assignment of sublettingBankruptcy Code. Tenant’s sole remedy for Any and all monies or other considerations constituting Landlord’s refusal property under the preceding sentence not paid or delivered to consent Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to a proposed Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee or sublessee of Tenant will be shall upon demand execute and deliver to Landlord an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseinstrument confirming such assumption.

Prohibition. Tenant shall not, without the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant, except as provided in Section 9.7. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord (which may consent shall not be unreasonably withheld, conditioned or delayed). Tenant For purposes of this Lease, any of the following transfers on a cumulative basis shall at constitute an assignment of this Lease that requires the time Tenant requests the prior written consent of Landlord: if Tenant is a corporation, deliver the transfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; and if Tenant is a trust, the transfer of more than forty-nine (49%) of the beneficial interest under the trust. However, if Tenant is a corporation with equity securities registered under Section 12 of the Securities Exchange Act of 1934, then a transfer of such securities shall not be deemed an assignment of this Lease for which Landlord’s consent is required. Any of the foregoing acts without such prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord such information in writing as Landlord may reasonably require respecting consents is accomplished shall expressly provide that the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of will perform all required information to elect one of the following: covenants to be performed by Tenant under this Lease (a) consent to such proposed assignment, encumbrance or in the case of a sublease, or (b) refuse only insofar as such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect covenants relate to the assigned or subleased portion of the Premises. No Premises subject to such sublease) as and when performance is due after the effective date of the assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereundersublease. Any purported assignment or subletting contrary to sublease without an instrument containing the foregoing provisions hereof without consent shall be void. The consent Tenant shall in all cases remain liable for the performance by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee subtenant of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseall such covenants.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber Notwithstanding any other provisions of this Lease, in Tenant covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, licenses, and the like) the whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the PremisesPremises without, without in each instance, having first received the prior express written consent of Landlord, which may consent the Landlord agrees not be to unreasonably withheld. Tenant shall at withhold, condition or delay, provided that the time Tenant requests the consent of following conditions are satisfied, all in Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting 's reasonable judgment: (a) the proposed assignee or subtenant sublessee proposes office operations in the Premises which are consistent with the image and quality of the Building; (b) the proposed assignee or sublessee is not a governmental organization; (c) the proposed assignee or sublessee has the financial capacity necessary to carry out its obligations under this Lease or the sublease, as the case may be; (d) the operations proposed by the assignee or sublessee will not overload the Building's systems; and (e) any proposed subletting shall not result in a division of the Premises into more than two units per floor unless Tenant assumes in writing the cost and expense to restore the Premises upon the termination of this Lease. Landlord shall respond to any request for consent within thirty (30) days (ten (10) business days in the case of a subletting of one (1) floor or less), after receipt of Tenant's request for consent, and if such request contains a reminder in bold print of the timing for response, then if Landlord does not timely respond the consent shall be deemed granted. Any assignment of this Lease (which term shall include the subletting of the whole or any part of the Premises other than as permitted hereunder as set forth below) by Tenant without Landlord's express consent shall be invalid, void and of no force or effect. In any case where Landlord shall consent to such assignment or subletting, the Tenant named herein shall remain fully liable for the obligations of Tenant hereunder, including without limitation, the obligation to pay the Fixed Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Landlord, the identification of the major business terms upon which proposed assignment or subletting is to be made, including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee rent or subtenant and Landlord any other consideration to be paid in respect thereto. It shall have not less than twenty (20) business days after receipt of all required information to elect one be a condition of the following: (a) consent to validity of any such proposed assignmentassignment that the assignee agrees directly with Landlord, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition in form reasonably satisfactory to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to hereunder, including, without limitation, the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Fixed Rent and Additional Rent other amounts provided for under this Lease and the covenant against further assignment and subletting, except as expressly permitted hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any , but such assignment or subletting shall not constitute a waiver relieve the Tenant named herein of any of the necessity for such consent to obligations of Tenant hereunder, and Tenant shall remain fully liable therefor. In no event, however, shall Tenant assign this Lease or sublet the whole or any subsequent assignment part of subletting. Tenant’s sole remedy for Landlord’s refusal to consent the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee's or sublessee's property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debt. Tenant will shall, within thirty days after demand, reimburse Landlord for the reasonable out-of-pocket legal fees and expenses (not to exceed $500 in any one instance) incurred by Landlord in processing any request to assign this Lease or to sublet all or any portion of the Premises, whether or not Landlord agrees thereto, and if Tenant shall fail to reimburse Landlord, the same shall be an action a default in Tenant's monetary obligations under this Lease. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for consideration or proceeding a subletting of the whole of the Premises by Tenant at a rent or other consideration which exceeds the rent payable hereunder by Tenant, or if there is a subletting of a portion of the Premises by Tenant at a rent in excess of the subleased portion's pro rata share of the rent payable hereunder by Tenant (which shall not include any consideration given for specific performancethe use of furniture, injunction telecommunications equipment or declaratory relief. other equipment), then Tenant shall pay to Landlord’s , as additional rent, forthwith upon Tenant's receipt of the consideration (or the cash equivalent thereof) therefor, 50% of any such excess, after Tenant has recouped the reasonable processing out-of-pocket costs and attorneys’ fees expenses which Tenant has incurred in reviewing any proposed entering into such assignment or subleasesublet. The provisions of this paragraph shall apply to each and every assignment of this Lease and each and every subletting of all or a portion of the Premises, except to a Permitted Transferee (as defined below), in each case on the terms and conditions set forth herein. For the purposes of this Section 5.1, the term "rent" shall mean all Fixed Rent, additional rent or other payments and/or consideration payable by one party to another for the use and occupancy of all or a portion of the Premises. The provisions of this Section 5.1 relating to the necessity of Landlord's prior consent shall not, however, be applicable to an assignment of this Lease by Tenant to (i) a subsidiary (for such period of time as the stock of such subsidiary continues to be owned by Tenant, it being agreed that except as hereinafter set forth the subsequent sale or transfer of fifty percent (50%) or more of the stock of such subsidiary shall be treated as if such sale or transfer were, for all purposes, an assignment of this Lease governed by the Provisions of this Section 5.1); or (ii) controlling corporation; or (iii) corporation under common control with Tenant (an "affiliate") (but if at any time such entity ceases to be an affiliate, then except as hereinafter set forth the same shall be treated as an assignment of this Lease governed by the provisions of this Section 5.1); or (iv) to an entity which is acquiring all of Tenant's assets whether through an acquisition of assets, merger, or consolidation (each such transferee herein a "Permitted Transferee"); provided (and it shall be a condition of the validity of any such assignment) that such Permitted Transferee agree directly with Landlord to be bound by all of the obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided for under this Lease, the covenant to use the Premises only for the purposes specifically permitted under this Lease and the covenant against further assignment except as permitted herein; but such assignment shall not relieve Tenant herein named of any of its obligations hereunder, and Tenant shall remain fully liable therefor. Notwithstanding the foregoing, should Tenant enter into a sublease of a portion (being less than 50% of the floor area) of the Premises with a subsidiary or affiliate then the "spin off" of such subsidiary or affiliate through the sale of stock thereof to a third party or the merger or consolidation of such subsidiary or affiliate with such third party where such spin off is accomplished to further the business objectives of the Tenant and not to avoid the prohibition against subletting set forth herein shall be permitted without the necessity of the Landlord's consent, provided that (i) as herein set forth the Tenant shall remain obligated under this Lease notwithstanding such subletting and (ii) the sublessee shall agree directly with Landlord that its sublease is subject and subordinate to this Lease in all respects and that it will attorn to Landlord, at Landlord's request, should this Lease terminate for any reason.

Prohibition. Tenant shall not have the right to assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor and to sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without only with the prior written consent of Landlord, which may will not be unreasonably withheldwithheld or conditioned. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty ten (2010) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or, in the event of a cumulative sublease of more than 50% of the Premises, elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to Landlord’s 's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed Assignment or sublease. Notwithstanding anything herein to the contrary, the parties agree that, in addition to other reasonable grounds for withholding consent, it shall be reasonable for Landlord to withhold its consent to any such assignment or subleasesublease if in the event (a) Landlord or its affiliates has existing vacant space in Schnitzer Northcreek (“Master Project”) that could reasonably meet the needs of the proposed assignee or sublessee, and (b) the rent for the proposed assignment or sublease for which Tenant is requesting consent is under market rent by 10% or more, based on rates for recent lease transactions for comparable space in the Master Project and/or the Bothell/Xxxxxxxx/Bellevue submarket and/or current asking rates for vacant space in the Master Project and/or the Bothell/Xxxxxxxx/Bellevue market. In the event Landlord withholds consent based upon the rental rate being below market pursuant to the preceding sentence, Landlord shall, upon request by Tenant, provide Tenant with substantiation of such market rent determination.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, otherwise pledge this Lease or otherwise transfer or encumber this LeaseTenant's interest hereunder, in whole or in part, nor subletwhether voluntarily or involuntarily or by operation of law, licensewithout first obtaining the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant shall not assign, grant any license or concession, or otherwise transfer this Lease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord reserves the right to refuse to give its consent (and Tenant agrees that it shall not be deemed unreasonable for Landlord to so refuse to give its consent) to an assignment or sublease if the operating experience or public or business reputation or net worth or available cash of the proposed new tenant is unacceptable to Landlord, in Landlord's reasonable opinion.. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) the terms and provisions of the proposed assignment or sublease; and (iii) such information as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all or any portion of the Premises, Landlord shall notify Tenant of its decision, and if the assignment or sublease is approved, deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (as applicable), which instrument shall be utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if Notwithstanding the foregoing, Tenant may, without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall at the time Tenant requests the consent of Landlord, deliver assign this Lease to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent the parent of Tenant or to a wholly-owned subsidiary of Tenant or of such proposed assignment, encumbrance or subleaseparent, or (b) refuse any limited liability company or corporation into which or with which Tenant may be merged or consolidated, provided that the net worth of such consent. In additionparent, subsidiary or affiliate, or the net worth of the resulting entity under (b), as the case may be, shall have a condition net worth at least equal to Landlord’s consent to any assignment, sublease or encumbrance the greater of (i) the net worth of Tenant on the date of this Lease or (ii) the net worth of Tenant immediately prior to such assignment. Transfer of stock in Tenant shall not be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and deemed an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions assignment of this Lease and perform all the obligations of Tenant hereunder if such transfer is made pursuant to or in connection with respect to the assigned or subleased portion an initial public offering of the Premises. No assignment stock of Tenant, or subletting by Tenant shall relieve Tenant or Guarantor the further transfers of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleasepublicly sold stock.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld delayed or conditioned. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.remain fully liable for performance of all obligations under this Lease. 8.2

Prohibition. Tenant acknowledges that this Lease and the Rent due ----------- under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect Any consent by Landlord to the assigned a particular assignment, sublease or subleased portion of the Premises. No assignment mortgage shall not constitute consent or subletting by Tenant shall relieve Tenant or Guarantor approval of any obligation under this Leasesubsequent assignment, including Tenant’s obligation to pay Base Rent sublease or mortgage, and Additional Rent hereunderLandlord's written approval shall be required in all such instances. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, except as hereinafter provided, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent may not be unreasonably withheldgiven or withheld in Landlord's sole, but reasonable, discretion. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information (or otherwise in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility accordance with this Lease) shall be absolutely null and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentvoid. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment required consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Notwithstanding the provisions of this Section 8.1 to the contrary, Tenant shall have the right, without Landlord consent and free of Landlord's recapture right set forth in Section 8.4, to sublease in one or more transactions up to 35% of the necessity for rentable square footage of the Premises, subject to Tenant's delivery to Landlord of an executed counterpart of any such consent sublease (which shall be made expressly subject and subordinate to any subsequent assignment this Lease) within 30 days after the commencement date of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory reliefthe term thereof. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing obtain any proposed required municipal approval for any such assignment or subleasesubletting.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, assign or permit occupancy by any party other than Tenant of all or any part of the PremisesPremises by any party other than Tenant, without the prior written consent of Landlord, which may not be unreasonably withheldLandlord in each instance. Tenant shall shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant subtenant; and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or ; (b) refuse such consent, which refusal shall be in Landlord's sole discretion; or (c) elect to terminate this Lease or, in the case of a partial sublease, terminate this Lease as to the portion of the Premises proposed to be sublet. As a condition for Landlord's consent to any assignment, encumbrance or release, Landlord may require that the assignee or subtenant remit directly to Landlord on a monthly basis all monies due to Tenant by said assignee or subtenant. In addition, as a condition to Landlord’s 's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee subtenant or other transferee transferee, in form and substance reasonable satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, subtenant or transferee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder, including, without limitation, the environmental warranties and covenants set forth in Article XI. In the event that Landlord shall elect to exercise its right to terminate this Lease upon a proposed assignment, subletting or other encumbrance of this Lease by Tenant, Tenant shall have the right, within ten (10) days following receipt-of written notice of Landlord's election to terminate, to elect to withdraw its request for Landlord's consent to such proposed assignment, subletting or other encumbrance, in which event Landlord's termination notice shall be null and void and this Lease shall remain in full force and effect. If Landlord does not elect to so terminate this Lease with respect to the assigned or subleased portion of the Premises. No a proposed assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Leasesubletting, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by then Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to unreasonably withhold its consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.subletting provided that, in addition to all other requirements of this Article XV being satisfied:

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole assign or in part, nor sublet, license, assignany manner transfer this Lease or any estate or interest therein, or permit occupancy by any party other than Tenant of all sublet the Premises or any part thereof or grant any license, concession or other right of occupancy of any portion of the Premises, Premises without the prior written consent of Landlord, which may consent shall not be unreasonably withheld, conditioned, or delayed in connection with any assignment of this Lease or subletting of the Premises. In this regard, Tenant further acknowledges and agrees that Landlord's acceptance of Rent from an assignee or subtenant shall at not be deemed to constitute Landlord's consent to such assignment or sublease (in fact, Tenant acknowledges that the time Tenant requests Rent payment process is such that Landlord will not likely even be aware of the party from whom Rent are received). In determining whether or not to grant its consent of Landlordto a proposed assignment or subletting, deliver to Landlord such information in writing as Landlord may reasonably require respecting take into consideration factors such as the existing uses in the Project, existing use restrictions affecting the Project, the creditworthiness, credit history, reputation and net worth of the proposed transferee, environmental risk, the effect that the operations of such proposed transferee will have on other tenants, whether or not the proposed transferee is a governmental agency or instrumentality thereof, any limitations imposed by the Internal Revenue Code and the regulations promulgated thereunder relating to real estate investment trusts; and any or all other reasonable objective or subjective factors typically taken into account for similar subleases. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (i) the proposed assignee’s or sublessee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials that are materially different than authorized hereunder for Tenant in type, quantity, or use; (ii) the proposed assignee or subtenant includingsublessee has been required by any prior landlord, without limitationlender, or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property if the name, address, nature contamination resulted from such assignee’s or sublessee’s actions or use of business, ownership, financial responsibility and standing of such the property in question; or (iii) the proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt sublessee is subject to an enforcement order issued by any governmental authority in connection with the use, storage, management, treatment or disposal of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentHazardous Materials. In addition, as Landlord shall also be entitled to charge Tenant a condition $750.00 fee for processing Tenant's request, plus any attorneys' fees and costs incurred by Landlord (not to Landlord’s consent to any assignmentexceed $1,500.00), sublease regardless of whether or encumbrance of this Lease shall be the delivery to not Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premisesgrants its consent. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent Consent by Landlord to any assignment one or subletting more assignments or sublettings shall not constitute operate as a waiver of the necessity for such consent Landlord's rights as to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs assignments and attorneys’ fees incurred in reviewing any proposed assignment or subleasesublettings.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheldwithheld or delayed; provided, that nothing herein shall be deemed to prohibit occupancy (without any assignment or subletting) of portions of the Premises by Tenant's affiliates. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, which refusal shall be on reasonable grounds. In addition, as a condition to Landlord’s 's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed subleases or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt deliver to Tenant a copy of all required information to elect one Landlord's standard form of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease assignment agreement (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual reasonable legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned proposed sublease or subleased assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease, but only with respect to the common areas of the Building, the Common Area and the portion of the PremisesPremises sublet or portion of the Lease assigned. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, except as set forth in 15.4 below, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant will (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an action or proceeding for specific performanceassignment within the meaning of this Section 15 and shall be subject to all the provisions hereof; provided, injunction or declaratory reliefhowever, this sentence shall not be applicable to the originally named Tenant hereunder so long as such originally named Tenant is a public company whose stock is traded on a nationally recognized stock exchange. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if any, shall pay not be assignable by Tenant unless expressly authorized in writing by Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assign, mortgage, pledge voluntarily or by operation of law: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant , conditioned or delayed; provided, however, Landlord shall at not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting if: (i) in the time Tenant requests reasonable judgment of Landlord the consent transferee is of Landlorda character or is engaged in a business which is not in keeping with the standards of Landlord for the Building; (ii) in the reasonable judgment of Landlord any purpose for which the transferee intends to use the Premises is not in keeping with the standards of Landlord for the Building; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (iii) the portion of the Premises subject to any subletting is not regular in shape with appropriate means of entering and exiting, deliver including adherence to Landlord Applicable Laws, or is not otherwise suitable for the normal purposes associated with such information in writing as Landlord may reasonably require respecting a subletting;(iv) the proposed assignee does not have net worth equal to or subtenant includinggreater than Tenant’s net worth as of the date of this Lease, subject to adjustment in the same percentage proportion as the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for Urban Wage Earners and Clerical Workers in Milwaukee Wisconsin; (v) any Event of Default on the part of Tenant has occurred and is continuing beyond any applicable cure period. Any purported assignment, mortgage, transfer, pledge or sublease made without limitation, the name, address, nature prior written consent of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentbe absolutely null and void. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord’s written approval shall be voidrequired in all such instances. The No consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of release Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. from its obligations hereunder and Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, which consent may not be unreasonably withheldwithheld or conditioned by Landlord in its commercially reasonable discretion. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. Notwithstanding the above, in the event Landlord elects to terminate or recapture the space pursuant to (c) above, Tenant may, if it so elects, by written notice to Landlord within ten (10) days after receipt of Landlord’s notice of its intent to so capture or terminate, to revoke its request for Landlord’s consent, in which event this Lease shall continue as if Tenant had not requested Landlord’s consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment Assignment or sublease.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the aforementioned plans and specifications, if any or (iv) any other pertinent information regarding the proposed assignee subtenant that is reasonably requested by Landlord. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt deliver to Tenant a copy of all required information to elect one of the following: (a) Landlord's consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease assignment form (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. Upon Landlord's approval of the proposed subtenant or assignee, which shall not be unreasonably delayed or withheld, Tenant shall provide Landlord with a minimum of a thirty (30) day notice indicating the proposed effective date of the sublease or assignment ("Proposed Effective Date"). In the event the sublease (1) by itself or taken together with prior sublease(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases is greater than fifty percent (50%) of the period remaining in the term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned or subleased portion proposed sublease space, or, if the proposed sublease space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. No termination will be considered by Landlord unless Tenant is current in all of its Lease obligations and not in default. Each permitted and approved assignee shall be 100% responsible for the obligations defined in this Lease. Each permitted assignee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's TENANT'S INITIALS: /s/ EB --- part to be performed or complied with, for the term of this Lease. Landlord shall have a right to approve the form of any sublease, which approval shall not be unreasonably withheld. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant will (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an action or proceeding for specific performanceassignment within the meaning of this Section 15 and shall be subject to all the provisions hereof. Any and all options, injunction or declaratory relief. first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if any, shall pay not be assignable by Tenant unless expressly authorized in writing by Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the PremisesPremises (all of the foregoing, a “Transfer”), without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to LandlordXxxxxxxx’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunderhereunder except for an assignment or replacement guarantor described in Section 15.06. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premisesindirectly, without the prior written consent of Landlord, which may not be unreasonably withheldassign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant. Tenant shall at not, directly or indirectly, without the time Tenant requests the prior written consent of Landlord, deliver pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. For purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease that requires the prior written consent of Landlord: if Tenant is a corporation, the transfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; if Tenant is a limited liability company, the transfer of more than forty-nine percent (49%) of the membership interests in the limited liability company or a change in the manager of the limited liability company, if any; and if Tenant is a trust, the transfer of more than forty-nine percent (49%) of the beneficial interest under the trust. Any of the foregoing acts without such prior written consent of Landlord such information shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Notwithstanding anything herein to the contrary contained in writing this Lease, the transfer of shares of Tenant (if Tenant is a corporation) for purposes of this section 9.1 shall not include that sale of shares by persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, which sale is effected through the "over-the counter- market" or through any recognized stock exchange. Tenant agrees that the instrument by which any assignment or sublease to which Landlord may reasonably require respecting consents is accomplished shall expressly provide that the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of will perform all required information to elect one of the following: covenants to be performed by Tenant under this Lease (a) consent to such proposed assignment, encumbrance or in the case of a sublease, or (b) refuse only insofar as such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect covenants relate to the assigned or subleased portion of the Premises. No Premises subject to such sublease) as and when performance is due after the effective date of the assignment or subletting by Tenant shall relieve Tenant sublease and that Landlord will have the right to enforce such covenants directly against such assignee or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereundersubtenant. Any purported assignment or subletting contrary to sublease without an instrument containing the foregoing provisions hereof without consent shall be void. The consent Tenant shall in all cases remain liable for the performance by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee subtenant of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseall such covenants.

Prohibition. Except as expressly set forth herein with respect to a Related Entity, Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheldwithheld or delayed. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (20as applicable) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition form provided by Tenant and reasonably acceptable to Landlord’s consent to any assignment, which instrument shall be utilized for each proposed sublease or encumbrance of this Lease assignment (as applicable), and such instrument shall be the delivery to Landlord of include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual and provisions reasonable legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises excluding Tenant's initial potential sublease of all or a portion of the first floor of the Premises or a sublease or assignment to a Related Entity (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned proposed sublease or subleased portion assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee, including without limitation, a Related Entity, shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve Tenant or Guarantor not be released from performing any of any obligation under the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment a permitted sublessee or subletting contrary to a permitted assignee in accordance with the provisions hereof without consent shall be voidof this Lease. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.Although

Prohibition. Tenant shall not assign, mortgage, have the right to assign or pledge this Lease or otherwise transfer or encumber this Lease, in to sublet the whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord, which may not consent shall be unreasonably withheldin Landlord's sole discretion. In the event Tenant desires to sublet the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord sixty (60) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease, and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the time Tenant requests payment of Base Rent, Additional Rent and Other Charges herein specified and for compliance with all of its other obligations under the consent terms, provisions and covenants of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed this Lease. The restrictions and requirements of this paragraph 14 shall be binding upon any assignee or subtenant includingto which Landlord has consented. Upon the occurrence of an event of default as outlined in paragraph 20 of this Lease, without limitationif the Premises or any part thereof are then assigned or sublet, the nameLandlord, addressat its option and in addition to any other remedies provided in this Lease or provided by law, nature of business, ownership, financial responsibility and standing of may collect directly from such proposed assignee or subtenant all rent due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to from Tenant hereunder, and no such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease collection shall be the delivery construed to Landlord of constitute a true copy of the fully executed instrument of assignment, transfer novation or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations release of Tenant hereunder with respect to from the assigned or subleased portion further performance of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation Tenant's obligations under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant shall at Any purported assignment, mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt be absolutely null and void and of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance no legal force or sublease, or (b) refuse such consenteffect. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment consent by Landlord to a particular assignment, sublease or subletting contrary to the provisions hereof without mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be voidrequired in all such instances. The Any consent by Landlord to any assignment or subletting sublease shall not be deemed to release Tenant from its obligation hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. In the event that Landlord elects to reject any proposed sublease or assignment, the Tenant's sole and exclusive remedy shall be to seek a declaratory judgment against Landlord so as to enable Tenant to avoid a termination of this Lease. Any violation of the provisions of this Section 8.1 shall constitute a waiver of the necessity for such consent to any subsequent assignment of sublettingdefault under this Lease. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.(SEE SPECIAL STIPULATION 4)

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises without in each instance first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld, delayed or conditioned, but which shall be subject to the provisions of this Section 16. Tenant shall hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if at the time of Tenant's request for Landlord's consent to any proposed assignee or subtenant (i) Tenant requests is in default of its obligations under this Lease beyond applicable notice and cure periods, or (ii) the consent use to be made of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the Premises by the proposed assignee or subtenant including, without limitation, differs from the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation uses permitted under this Lease, or differs from customary uses generally acceptable in comparable warehouse buildings in the San Leandro, Oakland, San Lorenzo, Hayward, Union City market. Tenant further agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) for which Landlord would be responsible hereunder and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional ADA requirements and/or Environmental Laws and obtain Landlord's written consent thereto, and (b) comply with all Landlord's reasonable conditions for or contained in such consent, including Tenant’s obligation without limitation, requirements for security to pay Base Rent and Additional Rent hereunderassure the lien-free completion of such improvements. Any purported assignment or subletting contrary to the provisions hereof without No consent shall be void. The consent by Landlord to any assignment or subletting sublease shall not constitute a waiver of the necessity for such provisions of this Section 16, and all subsequent assignments or subleases may be made only with the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned, but which shall be subject to any subsequent assignment the provisions of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleasethis Section 16.

Prohibition. Tenant shall not assign, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premisesindirectly, without the prior written consent of Landlord, Landlord (which may consent shall not be unreasonably withheld), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant, except as provided in SECTION 9.7. Tenant may hypothecate this Lease to an institutional lender upon prior notice to Landlord and without releasing Tenant of its obligations herein. In the event Tenant hypothecates this Lease to an institutional lender pursuant to this SECTION 9.1, Landlord agrees that it will negotiate in good faith with such lender a commercially reasonable Subordination, Non-Disturbance and Attornment Agreement which is satisfactory to Landlord; all costs of such negotiation (including reasonable attorneys' fees) shall at be paid by Tenant. This Lease shall not, nor shall any interest herein, be assignable as to the time interest of Tenant requests involuntarily or by operation of law without the prior written consent of Landlord. Subject to SECTION 9.7, deliver for purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease, of which Tenant shall provide written notice to Landlord; if Tenant is a corporation, the transfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; and if Tenant is a trust, the transfer of more than forty-nine (49%) of the beneficial interest under the trust. However, if Tenant is a corporation with equity securities registered under Section 12 of the Securities Exchange Act of 1934, then a transfer of such securities shall not be deemed an assignment of this Lease for which Xxxxxxxx's consent is required. Any of the foregoing acts without such prior written consent of Landlord such information in writing as shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord may reasonably require respecting to terminate this Lease. Tenant agrees that the proposed instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of will perform all required information to elect one of the following: covenants to be performed by Tenant under this Lease (a) consent to such proposed assignment, encumbrance or in the case of a sublease, or (b) refuse only insofar as such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect covenants relate to the assigned or subleased portion of the Premises. No Premises subject to such sublease) as and when performance is due after the effective date of the assignment or subletting by Tenant shall relieve Tenant sublease and that Landlord will have the right to enforce such covenants directly against such assignee or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereundersubtenant. Any purported assignment or subletting contrary to sublease without an instrument containing the foregoing provisions hereof without consent shall be void. The consent Tenant shall in all cases remain liable for the performance by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee subtenant of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseall such covenants.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any party person other than Tenant of all or any part portion of the Premises, Premises (collectively "sublease") without first obtaining the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall at (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the time lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or subtenant includingassign all or any portion of the Premises, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt deliver to Tenant a copy of all required information to elect one Landlord's standard form of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease assignment agreement (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall reimburse Landlord for actual legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting to a maximum of five thousand dollars ($5,000.00). In the event the sublease (1) by itself or taken together with prior sublease(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases is greater than fifty percent (50%) of the period remaining in the term of this Lease and perform all as of the obligations time of the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant hereunder within fifteen (15) business days after Landlord's receipt of Tenant's written request, to recapture the space described in the sublease. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned or subleased portion proposed sublease space, or, if the proposed sublease space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting by shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person except as provided in Section 15.4, any change in the direct or indirect ownership of Tenant will (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an action or proceeding for specific performanceassignment within the meaning of this Section 15 and shall be subject to all the provisions hereof. Any and all options, injunction or declaratory relief. first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if any, shall pay not be assignable by Tenant unless expressly authorized in writing by Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not have the right to assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor or sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without subject to the prior written consent of Landlord, which may consent shall not be unreasonably withheld. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility condition and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate the Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to Landlord’s 's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assign, convey, mortgage, pledge pledge, encumber or otherwise transfer this Lease or encumber this Leaseany interest therein, in whole sublet the Premises or in part, nor sublet, license, assignany part thereof, or permit the use or occupancy by any party other than Tenant of all the Premises or any part of the Premisesthereof by anyone other than Tenant, without the receiving Landlord's prior written consent of Landlordconsent, which may consent shall not be unreasonably withheldwithheld or delayed. A transfer by operation of law, merger or consolidation, or a change of any partnership interest in Tenant or in the ownership of the voting stock of Tenant or any direct or indirect parent of Tenant shall at be deemed an assignment for purposes of this Paragraph 16. Notwithstanding the time foregoing, this Lease may be assumed by any bank or savings and loan institution or holding company thereof which acquires Tenant requests or is the consent surviving entity after a merger or consolidation involving Tenant, provided that the acquiring entity or the entity with which Tenant is merged or consolidated must have an asset size which is the same as or larger than Tenant's asset size on the date of the acquisition, merger or consolidation. Any purported transfer, encumbrance, pledge, mortgage, assignment or subletting not in compliance herewith shall be void and of no force or effect. In the event of any assignment, subletting, transfer or occupancy by someone other than Tenant, whether or not expressly or impliedly approved by Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting Tenant shall, nevertheless, at all times, remain fully responsible and jointly and severally liable for the proposed payment of the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. Any assignment or sublease shall contain a provision whereby the assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility agrees to comply with and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of be bound by all required information to elect one of the following: (a) consent to such proposed assignmentterms, encumbrance or subleasecovenants, or (b) refuse such consent. In additionconditions, as a condition to Landlord’s consent to any assignment, sublease or encumbrance provisions and agreements of this Lease to the extent applicable, and Tenant shall be the delivery deliver to Landlord of a true Landlord, promptly after execution, an executed copy of the fully executed instrument of assignment, transfer each assignment or encumbrance sublease and an agreement executed of compliance by each assignee or subtenant. Any sublease shall also contain a provision that in the assignee, sublessee or other transferee in form event of default by Tenant hereunder and substance satisfactory to Landlord and expressly enforceable a termination of this Lease by Landlord, whereby such subtenant shall, at Landlord's option, attorn to Landlord as if Landlord were the assignee assumes and agrees to be bound by lessor under the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant Sublessee shall not (by operation of law or otherwise) sell, assign, mortgage, pledge encumber, pledge, sublease or in any manner transfer or otherwise transfer dispose of this Sublease or encumber this Lease, in whole or in part, nor sublet, license, assignany interest therein, or permit occupancy by any party other than Tenant of all or any part of the PremisesSubleased Premises nor grant licenses, occupancy rights therein, without the Sublessor’s prior written consent of Landlordconsent, which consent may not be unreasonably withheld, conditioned or delayed. Tenant Further, to the extent Prime Lessor’s consent is required under the Prime Lease for any Disposition (as defined below) by tenant under the Prime Lease, Sublessor’s and Prime Lessor’s consent shall at be required for such Disposition, provided that Sublessor’s consent shall not be unreasonably withheld, conditioned or delayed. Consent by Sublessor to any such sale, assignment, mortgage, encumbrance, pledge, sublease, transfer, disposition, license, occupancy or lease (any “Disposition”) on any one occasion shall not obviate the time Tenant requests necessity for obtaining consent to any subsequent Disposition. Notwithstanding anything contained in this Sublease to the consent of Landlordcontrary, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord Sublessee shall have the right to assign, sublet (all or any part of), license (all or any part of) or transfer the Sublease or any interest in or to the Subleased Premises to (i) a parent corporation or any subsidiary or affiliate of Sublessee (ii) to any entity which acquires or purchases all or a portion of the assets of Sublessee or the division or business unit of Sublessee of which this Sublease is a part or (iii) to any successor by way of merger, consolidation, inversion, stock or other equity interest purchase or transfer, spin-off, initial public offering or other transaction. Sublessor acknowledges and agrees that Sublessee shall be released from any rights and obligations that Sublessee’s assigns or otherwise transfers pursuant to clauses (ii) and (iii) above, shall not less than twenty require the Sublessor’s consent, but shall require ten (2010) business days after receipt of days’ prior notice to Sublessor and shall be subject to all required information to elect one requirements of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consentPrime Lease. In addition, as Sublessor acknowledges and agrees that Sublessee’s permitted use of the Subleased Premises may include the short-term or interim use of a condition portion of the Subleased Premises by Sublessee’s customers or other parties with whom Sublessee has a business relationship (together, “Business Partners”) for purposes related to Landlordthe conduct of Sublessee’s consent business operated in the Subleased Premises. Sublessee’s Business Partners shall be entitled to any assignment, sublease use the Subleased Premises for the uses permitted in this Sublease at no additional charge to Sublessee or encumbrance sharing of revenues and occupancy of the Subleased Premises by such Business Partners shall not constitute an assignment or subletting for purposes of this Sublease except as otherwise provided in the Prime Lease and Sublessee and its Business Partners shall be the delivery to Landlord of a true copy comply with all terms and provisions of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory Prime Lease with respect to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees Prime Lessor’s rights related to be bound by such use. Subject to the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect Prime Lease, Sublessor shall have no right to the assigned or subleased portion recapture portions of the Premises. No assignment Subleased Premises or subletting by Tenant shall relieve Tenant terminate the Sublease in the event that Sublessee seeks an assignment, sublease or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver other transfer of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee Sublease or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or subleaseits Subleased Premises.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any part of the Premises, without the prior written consent of Landlord, Landlord in each instance which may consent shall not be unreasonably withheldwithheld or delayed. Tenant shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.

Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer or encumber this Leasetransferred, in whole or in partand that neither the Premises, nor sublet, license, assignany part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or permit occupancy used or occupied, or utilized for desk space or for mailing privileges, by any party anyone other than Tenant of all Tenant, or for any part of the Premisesuse or purpose other than as stated herein, or be sublet or offered or advertised for subletting, without the prior written consent of LandlordLandlord in each and every case, which may consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to advertise on or about the Building or the Site to assign this Lease or sublet any interest hereunder. Not in limitation of the foregoing, Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than sixty (60) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the precise square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Tenant also shall at the time Tenant requests the consent of Landlord, deliver to promptly supply Landlord with such financial statements and other information in writing as Landlord may reasonably require respecting request, prepared in accordance with generally accepted accounting principles, not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of the proposed assignee or subtenant including, without limitation, in order to permit Landlord to evaluate the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance assignment or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and Tenant agrees to be bound by the terms reimburse Landlord for legal fees and provisions of this Lease any other reasonable expenses and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent costs incurred by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing connection with any proposed assignment or subleasesubletting.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, assign or permit occupancy by any party other than Tenant of all or any part of the PremisesPremises by any party other than Tenant, without the prior written consent of Landlord, which may not be unreasonably withheldLandlord in each instance. Tenant shall shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant subtenant; and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or ; (b) refuse such consent, provided that, unless Landlord elects to terminate this Lease as hereinafter provided, Landlord shall not unreasonably withhold such consent so long as conditions (i) through (vi) below are satisfied; or (c) elect to terminate this Lease or, in the case of a partial sublease (except in the case of the first (1st) sublease of all or any part of the Sublet Space (as hereinafter defined)), terminate this Lease as to the portion of the Premises proposed to be sublet. As a condition for Landlord's consent to any assignment, encumbrance or release, Landlord may require that the assignee or subtenant remit directly to Landlord on a monthly basis all monies due to Tenant by said assignee or subtenant. In addition, as a condition to Landlord’s 's consent to any assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee subtenant or other transferee transferee, in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, subtenant or transferee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder, including, without limitation, the environmental warranties and covenants set forth in Article XI. In the event that Landlord shall elect to exercise its right to terminate this Lease upon a proposed assignment, subletting or other encumbrance of this Lease by Tenant, Tenant shall have the right, within ten (10) days following receipt of written notice of Landlord's election to terminate, to elect to withdraw its request for Landlord's consent to such proposed assignment, subletting or other encumbrance, in which event Landlord's termination notice shall be null and void and this Lease shall remain in full force and effect. If Landlord does not elect to so terminate this Lease with respect to the assigned or subleased portion of the Premises. No a proposed assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Leasesubletting, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by then Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to unreasonably withhold its consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed assignment or sublease.subletting provided that, in addition to all other requirements of this Article XV being satisfied: