Common use of SUBLEASING AND ASSIGNMENT Clause in Contracts

SUBLEASING AND ASSIGNMENT. Lessee may not assign, mortgage, pledge, hypothecate, or encumber this Lease or sublet the Premises or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for xxxxxxxx and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this Lease

SUBLEASING AND ASSIGNMENT. Lessee Tenant may not assign, mortgage, pledge, hypothecate, sublease all or encumber this Lease or sublet any part of the Premises or any part thereof, nor allow any other person (assign this Lease upon the agents and servants consent of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, Landlord which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided. Notwithstanding the foregoing, howeverTenant may sublease all or any portion of the Premises, if Lessor consents to one or more assignments of assign this Lease to its subsidiaries, affiliates or consents to the subletting from time to time parent corporation, without necessity of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunderLandlord's prior consent. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to Any assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that shall not release Tenant from any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest liability under this Lease, including but not limited except, Tenant may request to reasonable attorney’s feesbe released from liability due to an assignment of the entire Lease to an Affiliate, provided that the creditworthiness of the proposed assignee shall be accepted by Landlord. Notwithstanding any provision In order for Landlord to make such determination, Tenant shall provide Landlord, within thirty (30) days of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to anticipated commencement date of the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity whichassignment: (i) is Lessee’s parent or affiliatethe name and address of the proposed assignee; (ii) is a wholly-owned subsidiary the nature of Lesseethe proposed assignee's business; (iii) is the terms of the proposed assignment; and (iv) reasonable financial information so that Landlord can evaluate the proposed assignee. For the purpose of this Section, an "affiliate" shall mean a corporation, person general or other entity of limited partnership in which Lessee, Lessee’s Tenant or its parent or successor owns a general partnership interest and has the right to manage the partnership business, or an affiliate entity in which Tenant owns at least twenty-five percent (25%) of Lessee the equity interests, or owns or has the right to cast the votes attributable to a majority of the capital stock voting interests, or a controlling ownership interest; (iv) as a result of a consolidationany entity with which Tenant may merge or consolidate, merger, reorganization any entity that purchases or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or owns substantially all of the assets or stock of Lessee Tenant, any parent of Tenant, or Lessee’s any parent or subsidiary of Tenant's parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for xxxxxxxx and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this Lease.

SUBLEASING AND ASSIGNMENT. Lessee may Tenant shall not by operation of law or otherwise have the right to assign, hypothecate, mortgage, pledge, hypothecateencumber or convey this lease or any interest in or under it, or encumber this Lease to sublet, or sublet the Premises or any part thereof, nor allow otherwise permit occupancy by any other person (or entity of all or any portion of the agents and servants Premises during the initial Term hereof. Tenant shall not by operation of Lessee excepted) law or otherwise have the right to occupy or use the Premisessublet, or otherwise permit occupancy by any part thereof, other person or entity of all or any right or privilege appurtenant thereto, portion of the Premises during the Extension Period (as defined in Article 26 hereunder) without first obtaining Lessor’s the express written consentconsent of the Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, if Lessor consents . For the purposes of this section any transfer of stock in a corporate tenant or any transfer of an interest in a partnership tenant in which a transfer of control of the corporation or partnership is effected shall not be deemed to one or more assignments be an assignment of this Lease requiring the prior written consent of Landlord. Any document purporting to sublet the Premises or consents assign Tenant's interest in this Lease shall be of no force or effect unless the same shall bear the written consent of Landlord. No subtenant or assignee shall use the Premises for any purpose other than the Permitted Use. No permitted sublease or assignment shall in any way release Tenant from Tenant's primary liability under this Lease. If Tenant desires the consent of Landlord to sublease or assign during the Extension Period, at least thirty (30) but no more than one hundred twenty (120) days prior to the subletting from time date on which Tenant desires the assignment or sublease to time be effective (the "Transfer Date"), Tenant must submit the proposed sublease or assignment to Landlord for Landlord's approval, together with the following documents: (a) a detailed description of the portion of the Premises proposed to be sublet (which must be a single, self-contained unit) (the "Space"); (b) complete copies of the financial statements of the subtenant or parts thereof, Lessee shall nevertheless remain liable for its performance assignee made available to Tenant with an authorization to verify the same; (c) a declaration by the subtenant or assignee as to the type of this Lease on its part business to be carried out; (d) proof of be performed, including the payment of all leasing commissions, if applicable; and (e) executed lease estoppel certificates from Tenant and the rentals and other charges assumed by Lessee hereunderproposed subtenant or assignee in the Building standard form. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee If Tenant is permitted to sublease portions at a base rent in excess of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in generalprovided for herein, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request Tenant is permitted to assign its interest under in this LeaseLease for any consideration whatsoever, such excess or such consideration (net of any subletting or assignment costs, including but not limited commissions, paid by Tenant and approved in writing by Landlord in connection with such permission to reasonable attorney’s feessublease or assign) shall be paid by Tenant to Landlord as received. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee Tenant shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially pay all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoingLandlord's out-of-pocket costs and expenses, the permitted assignments described in subsections (i) through (vi) aboveincluding reasonable attorneys' fees, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond relating to any applicable cure period on the effective date of the such proposed assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for xxxxxxxx and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this Leasesubletting.

SUBLEASING AND ASSIGNMENT. Lessor recognizes that Xxxxxx’s plans can and do change unexpectedly and that it may be necessary to vacate an apartment prior to or during the lease. Further, it is generally desirable to re-rent the apartment, thereby reducing any financial hardship such a move may engender. The Lessee may shall not assign, mortgage, pledge, hypothecate, transfer or encumber sublet this Lease or sublet without the Premises or any part thereof, nor allow any other person (the agents and servants prior written consent of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunderXxxxxx. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to will permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of apartment under the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the followingfollowing terms and conditions: (a) Lessee shall not be in default under signs a sublease form prescribed by the Lease beyond any applicable cure period on Lessor which grants the effective date of Lessor the assignment or subleaseright to sublease the apartment; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or subletting party (sublease) must complete an application and be approved by Lessor; (c) Lessor, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for xxxxxxxx and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to original Lessee, and Lessee hereunder shall continue the Sublease must sign the Sublet Agreement; (d) a fee of one month’s rent is paid to be obligated under this Lease. Any assignment Lessor for subleasing or subletting shall be subject to the following conditions: releasing said apartment; (ye) Lessee shall remain fully liable during in addition to the unexpired Term Subleasee for the performance of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants terms and conditions of the lease. Any violation of the lease agreement shall be the Joint and Several responsibility of both the Lessee and the Subleasee; (f) The security deposit of the Lessee will be returned within 30 days of the end of the lease in accordance with the terms of this Leaselease, only if the original Lessee finds their own Subleasee, otherwise the security deposit is automatically forfeited in addition to section 13(d) above; (g) Lessor assumes no responsibility for the subleasing of the apartment; (h) Lessor has no responsibility to sublease or release Xxxxxx’s apartment ahead of any other apartment Lessor has to sublease or lease, regardless of when another apartment might become available; (i) all costs, including advertising, associated with subleasing or releasing shall be the sole responsibility of the Lessee. Lessor shall not be responsible for cleaning or redecorating but reserves the right to make improvements to restore the apartment to its condition at the commencement of the lease agreement and deduct the same from the security deposit and/or invoice Lessee and Xxxxxx agrees to pay same. LESSOR RESERVES THE RIGHT TO WAIVE ANY OF THE REQUIREMENTS IMPOSED BY XXXXXX IN THIS ARTICLE.

SUBLEASING AND ASSIGNMENT. Lessee may Sublessee shall not sell, assign, mortgage, pledge, hypothecate, pledge or encumber otherwise transfer this Lease Sublease, or any interest therein, either voluntarily, involuntarily, or by operation of law, and shall not sublet the Premises or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Leased Premises, or any part thereof, or any right or privilege appurtenant thereto, for any reason whatsoever, or permit the occupancy thereof by any person, persons, or entity through or under it, or grant a security interest in Sublessee's interest in the Leased Premises or this Sublease or any fixtures located on the Leased Premises, without the prior written consent of Sublessor first obtaining Lessor’s written consenthad and obtained, which may be given or withheld in the Sublessor’s sole and absolute discretion. For the purpose of this Section, any dissolution, merger, consolidation or other reorganization of Sublessee, or any change or changes in the stock ownership of Sublessee, which aggregates [%] or more of the capital stock of Sublessee shall be deemed to be an assignment of this Sublease. Sublessee shall not mortgage, hypothecate or encumber this Sublease. Sublessor's consent to one assignment, subletting, occupancy, or use by any other person, entity or entities shall not relieve Sublessee from any obligation under this Sublease and shall not be unreasonably withhelddeemed to be a consent to any subsequent assignment, conditioned subletting, occupancy or delayed; provideduse. Any assignment, howeverpledge, if Lessor consents subletting, occupancy or use without Sublessor's written consent shall be void and shall, at the option of the Sublessor, terminate this Sublease. Should this Sublease be assigned, or should the Leased Premises or any part thereof be sublet or occupied by any person or persons other than the original Sublessee hereunder, Sublessor may collect rent from the assignee, sublessee or occupant and apply the net amount collected to one the rent herein reserved, but no such assignment, subletting, occupancy or more assignments collection of rent shall be deemed a consent to such assignment, subletting or occupancy or a waiver of any term of this Lease Sublease, nor shall it be deemed acceptance of the assignee, sublessee or consents occupant as a tenant, or a release of Sublessee from the full performance by Sublessee of all the terms, provisions, conditions and covenants of this Sublease. In the event Sublessee wishes to assign this Sublease or sublet or allow the use of the Leased Premises or any part thereof, Sublessee shall give Sublessor not less than thirty (30) days written notice thereof and shall, in such notice, provide the name of the proposed assignee or sublessee, its proposed use of the Leased Premises, its background, such financial and credit information as Sublessor may require to determine the business experience, financial stability and creditworthiness of the proposed assignee or sublessee, and such additional information as Sublessor may request. Sublessee shall also pay Sublessor a one-time administrative fee equal to the subletting from time rent to time of the Premises or parts thereof, Lessee shall nevertheless remain liable reimburse Sublessor for its performance costs of reviewing, analyzing and processing the request for consent to assignment or subletting. In addition to its right to consent or refuse to consent to a proposed assignment Sublessor shall have the option, exercisable by written notice to Sublessee within the 30 days after Sublessee gives Sublessor written notice of its desire to assign the Sublease, to terminate this Lease on Sublease with respect to the entire Leased Premises upon a date specified in said notice to Sublessee not less than 30 days nor more than 25 days after the date of said notice and retake the Leased Premises for its part own use. If Sublessor exercises such option, Sublessee shall nonetheless have the right, exercisable by notice given to Sublessor within 30 days after Sublessor's notice of exercise is given, to withdraw the proposed assignment from consideration, in which event the exercise of Sublessor's option shall be performedof no force or effect and, including except for the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing fee provided for in general, or object to the division of the Premises into multiple or smaller spaces Subsection (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vic) above, the assignment shall be conditioned upon the following: (a) Lessee shall deemed not be in default under the to have been proposed. If Sublessor does not elect to exercise its option to terminate this Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of and consents to the assignment or sublease, said assignee or sublessee shall pay directly to Sublessor all rent or other consideration payable by the facts placing such assignee or sublessee in excess of the amount of rent or other consideration payable by Sublessee to Sublessor hereunder (whether denominated as rent or otherwise) and shall expressly assume Sublessee's obligations hereunder. As a condition to Sublessor's consent to an assignment or sublease within subletting, Sublessor shall be entitled to receive (i) in the case of a subletting, 100% of all rent (however denominated and paid) payable by the subtenant to Sublessee in excess of that payable by Sublessee to Sublessor pursuant to the other provisions of this Sublease, and (ii) in the case of an assignment, 100% of all consideration given, directly or indirectly, by the assignee to Sublessee in connection with such assignment. For purposes of this paragraph, the term “rent” shall mean and include all consideration paid or given, directly or indirectly, for the use of the Leased Premises or any changes in the address for xxxxxxxx and legal notices sent to Lesseeportion thereof, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lesseeterm “consideration” shall mean and include money, services, property or any other thing of value such as payment of costs, cancellation of indebtedness, discounts, rebates and Lessee hereunder shall continue the like. Any rent or other consideration which is to be obligated under passed through to Sublessor pursuant to this Lease. Any assignment or subletting paragraph shall be subject paid to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; Sublessor promptly upon receipt by Sublessee and (z) any such assignment or subletting shall be subject to all paid in cash, regardless of the termsform in which received by Sublessee. In the event any rent or other consideration received by Sublessee is in a form other than cash, covenants and conditions Sublessee shall pay to Sublessor in cash the fair value of this LeaseSublessor's portion of such consideration.

SUBLEASING AND ASSIGNMENT. Lessee and any approved assignee or approved subtenant may not assignassign their rights under this lease or the applicable sublease, mortgage, pledge, hypothecate, or encumber this Lease or sublet the Premises whole or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining the prior written consent of Lessor’s written consent, which consent approval shall not be unreasonably withheld. Even if Lessor’s consent is given, conditioned no subletting or delayed; provided, however, if Lessor consents assignment shall release Lessee from any obligation pursuant to one this lease or more assignments alter the primary liability and obligation of this Lease or consents Lessee to pay the subletting from time rent and to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of perform all other obligations to be performed, including the payment of the rentals and other charges assumed performed by Lessee hereunder. Acceptance of rent by Lessor understands from an assignee or subtenant who has not been approved by Lessor shall not waive the default created by failure to obtain Lessor’s consent. As a condition of approving any proposed assignee or subtenant, Lessor may require such financial and agrees other information concerning the proposed assignee or subtenant that Lessor deems appropriate. Approval of a proposed sublease or assignment in any one instance shall not affect Lessor’s right to approve all subsequent assignments and subleases. Lessor shall be furnished with a duplicate executed original of all subleases and assignments. If Lessee may request the Lessor to requests Lessor’s consent to of an assignment of Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing interest in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), ratherthis lease, Lessor must have other reasonable grounds for may, at its disapproval of such request. Lessee agrees option, elect to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under terminate this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) lease as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or proposed assignment. If Lessee requests Lessor’s consent to a sublease, Lessor may, at its option, elect to terminate this lease as of the facts placing such assignment or effective date of the proposed sublease within as to the provisions portion of this paragraphthe Premises which Lessee desires to sublease, and any changes in if such option to terminate is elected by Lessor, rent under this lease shall be adjusted as of the address for xxxxxxxx and legal notices sent to Lessee, effective date of the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, partial termination and Lessee hereunder shall continue pay as additional rent on demand the cost of any demising walls required to be obligated under separate the space as to which this Lease. Any assignment or subletting shall be subject to lease has been terminated from the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all remainder of the terms, covenants and conditions of this LeasePremises.

SUBLEASING AND ASSIGNMENT. Lessee may Tenant shall not by operation of law or otherwise, without Landlord's prior written consent (not to be unreasonably withheld or delayed), have the right to assign, hypothecate, mortgage, pledge, hypothecate, encumber or encumber convey this Lease or sublet the Premises any interest in or any part thereofunder it, nor allow or to sublet, or otherwise permit occupancy by any other person (the agents and servants or entity of Lessee excepted) to occupy or use the Premises, all or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or consents to the subletting from time to time portion of the Premises or parts thereof, Lessee the Storage Area. For the purposes of this section any transfer of stock in a corporate tenant or any transfer of an interest in a partnership tenant in which a transfer of control of the corporation or partnership is effected shall nevertheless remain liable for its performance not be deemed to be an assignment of this Lease requiring the prior written consent of Landlord. Any document purporting to sublet the Premises and/or the Storage Area or assign Tenant's interest in this Lease shall be of no force or effect unless the same shall bear the written consent of Landlord. No subtenant or assignee shall use the Premises for any purpose other than the Permitted Use. No permitted sublease or assignment shall in any way release Tenant from Tenant's primary liability under this Lease. If Tenant desires the consent of Landlord to sublease or assign, at least thirty (30) but no more than one hundred twenty (120) days prior to the date on its part of which Tenant desires the assignment or sublease to be performedeffective (the "Transfer Date") Tenant must submit the proposed sublease or assignment to Landlord for Landlord's approval, including together with the payment following documents: (a) a detailed description of the rentals portion of the Premises and/or the Storage Area proposed to be sublet (which must be a single, self-contained unit (the "Space"); (b) complete copies of the financial statements of the subtenant or assignee made available to Tenant with an authorization to verify the same; and other charges assumed (c) a declaration by Lessee hereunderthe subtenant or assignee as to the type of business to be carried out. Lessor understands and agrees that Lessee may request If Landlord approves the Lessor to consent to Lessee’s proposed subleasing sublease or assignment, within thirty (30) days after Landlord's consent, Tenant shall submit to Landlord executed lease estoppel certificates from Tenant and with respect to subleasingthe subtenant or assignee in the Building standard form and proof of payment of all leasing commissions, Lessee may request Lessor to permit Lessee if applicable. If Tenant is permitted to sublease portions at a base rent in excess of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in generalprovided for herein, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request Tenant is permitted to assign its interest under in this LeaseLease for any consideration whatsoever, fifty percent (50%) of such excess or such consideration actually received (net of any subletting or assignment costs, including, without limitation, commissions, paid by Tenant and approved in writing by Landlord in connection with such permission to sublease or assign and any tenant improvement costs paid by Tenant) shall be paid by Tenant to Landlord as received. Tenant shall pay all of Landlord's out-of-pocket costs and expenses, including but not limited reasonable attorneys' fees, relating to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the such proposed assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for xxxxxxxx and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this Leasesubletting.

SUBLEASING AND ASSIGNMENT. Lessee may not assignTenant may, mortgageupon notice to Landlord, pledge, hypothecate, or encumber this Lease or sublet the Premises sublease all or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited subject to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: 1.06 (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parentUSE). Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond Tenant may sublease all or any applicable cure period on the effective date portion of the assignment Premises or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or subleaseassign this Lease to its subsidiaries, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for xxxxxxxx and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Leaseaffiliates and/or independent contracted insurance agents without first notifying Landlord. Any assignment or subletting subleasing shall not release Tenant from liability under this Lease except if the creditworthiness of the proposed sub lessee or assignee is approved by Landlord to be sufficient, which approval shall not be unreasonably withheld or delayed. In order for Landlord to make such determination, Tenant shall provide Landlord, within thirty (30) days of the anticipated sublease commencement date; (i) the name and address of the proposed subtenant or assignee; ( ii) the nature of the proposed subtenant's or assignee's business; (iii) the terms of the proposed sublease or assignment and (iv) reasonable financial information so that Landlord can evaluate the proposed subtenant or assignee. If Landlord and Tenant cannot agree as to the adequacy of such sub lessee's or assignee's creditworthiness, such matter shall be subject to the following conditions: arbitration in accordance with Section 8.04 (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) ARBITRATION). Notwithstanding any such assignment or subletting shall be subject to all of the termsforegoing to the contrary, covenants and conditions Tenant may not assign this Lease or sublease any portion of the Premises if Tenant is in Default (as defined in Section 8.01.) under this LeaseLease either on the date Tenant provides Landlord with the information set forth above or, unless waived in writing by Landlord, on the proposed commencement date of such sublease or assignment.

SUBLEASING AND ASSIGNMENT. Lessee and any approved assignee or approved subtenant may not assignassign their rights under this lease or the applicable sublease, mortgage, pledge, hypothecate, or encumber this Lease or sublet the Premises whole or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining the prior written consent of Lessor’s written consent, which consent approval shall not be unreasonably withheld. Even if Lessor's consent is given, conditioned no subletting or delayed; provided, however, if Lessor consents assignment shall release Lessee from any obligation pursuant to one this lease or more assignments alter the primary liability and obligation of this Lease or consents Lessee to pay the subletting from time rent and to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of perform all other obligations to be performed, including the payment of the rentals and other charges assumed performed by Lessee hereunder. Acceptance of rent by Lessor understands from an assignee or subtenant who has not been approved by Lessor shall not waive the default created by failure to obtain Lessor's consent. As a condition of approving any proposed assignee or subtenant, Lessor may require such financial and agrees that Lessee may request other information concerning the Lessor to consent to Lessee’s proposed subleasing assignee or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and subtenant that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division deems appropriate. Approval of the Premises into multiple or smaller spaces (except that Lessor may object if the a proposed subleasing sublease or assignment will require that in any floor one instance shall not affect Lessor's right to approve all subsequent assignments and subleases. Lessor shall be furnished with a duplicate executed original of the Premises be divided into more than four (4) separate premises), ratherall subleases and assignments. If Lessee requests Lessor's consent of an assignment of Lessee's interest in this lease, Lessor must have other reasonable grounds for may, at its disapproval of such request. Lessee agrees option, elect to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under terminate this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) lease as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or proposed assignment. If Lessee requests Lessor's consent to a sublease, Lessor may, at its option, elect to terminate this lease as of the facts placing such assignment or effective date of the proposed sublease within as to the provisions portion of this paragraphthe Premises which Lessee desires to sublease, and any changes in if such option to terminate is elected by Lessor, rent under this lease shall be adjusted as of the address for xxxxxxxx and legal notices sent to Lessee, effective date of the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, partial termination and Lessee hereunder shall continue pay as additional rent on demand the cost of any demising walls required to be obligated under separate the space as to which this Lease. Any assignment or subletting shall be subject to lease has been terminated from the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all remainder of the terms, covenants and conditions of this LeasePremises.

SUBLEASING AND ASSIGNMENT. Lessor recognizes that Lessee’s plans can and do change unexpectedly and that it may be necessary to vacate an apartment prior to or during the lease. Further, it is generally desirable to re-rent the apartment, thereby reducing any financial hardship such a move may engender. The Lessee may shall not assign, mortgage, pledge, hypothecate, transfer or encumber sublet this Lease or sublet without the Premises or any part thereof, nor allow any other person (the agents and servants prior written consent of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to will permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of apartment under the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the followingfollowing terms and conditions: (a) Lessee shall not be in default under signs a sublease form prescribed by the Lease beyond any applicable cure period on Lessor which grants the effective date of Lessor the assignment or subleaseright to sublease the apartment; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or subletting party (sublease) must complete an application and be approved by Lessor; (c) Lessor, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for xxxxxxxx and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to original Lessee, and Lessee hereunder shall continue the Sublease must sign the Sublet Agreement; (d) a fee of one month’s rent is paid to be obligated under this Lease. Any assignment Lessor for subleasing or subletting shall be subject to the following conditions: releasing said apartment; (ye) Lessee shall remain fully liable during in addition to the unexpired Term Subleasee for the performance of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants terms and conditions of the lease. Any violation of the lease agreement shall be the Joint and Several responsibility of both the Lessee and the Subleasee; (f) The security deposit of the Lessee will be returned within 30 days of the end of the lease in accordance with the terms of this Leaselease, only if the original Lessee finds their own Subleasee, otherwise the security deposit is automatically forfeited in addition to section 13(d) above; (g) Lessor assumes no responsibility for the subleasing of the apartment; (h) Lessor has no responsibility to sublease or release Lessee’s apartment ahead of any other apartment Lessor has to sublease or lease, regardless of when another apartment might become available; (i) all costs, including advertising, associated with subleasing or releasing shall be the sole responsibility of the Lessee. Lessor shall not be responsible for cleaning or redecorating but reserves the right to make improvements to restore the apartment to its condition at the commencement of the lease agreement and deduct the same from the security deposit and/or invoice Lessee and Lessee agrees to pay same. LESSOR RESERVES THE RIGHT TO WAIVE ANY OF THE REQUIREMENTS IMPOSED BY LESSOR IN THIS ARTICLE.

SUBLEASING AND ASSIGNMENT. Lessee may Sublessee shall not sell, assign, mortgage, pledge, hypothecate, pledge or encumber otherwise transfer this Lease Sublease, or any interest therein, either voluntarily, involuntarily, or by operation of law, and shall not sublet the Premises or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Leased Premises, or any part thereof, or any right or privilege appurtenant thereto, for any reason whatsoever, or permit the occupancy thereof by any person, persons, or entity through or under it, or grant a security interest in Sublessee's interest in the Leased Premises or this Sublease or any fixtures located on the Leased Premises, without the prior written consent of Sublessor first obtaining Lessor’s written consenthad and obtained, which may be given or withheld in the Sublessor’s sole and absolute discretion. For the purpose of this Section, any dissolution, merger, consolidation or other reorganization of Sublessee, or any change or changes in the stock ownership of Sublessee, which aggregates [%] or more of the capital stock of Sublessee shall be deemed to be an assignment of this Sublease. Sublessee shall not mortgage, hypothecate or encumber this Sublease. Sublessor's consent to one assignment, subletting, occupancy, or use by any other person, entity or entities shall not relieve Sublessee from any obligation under this Sublease and shall not be unreasonably withhelddeemed to be a consent to any subsequent assignment, conditioned subletting, occupancy or delayed; provideduse. Any assignment, howeverpledge, if Lessor consents subletting, occupancy or use without Sublessor's written consent shall be void and shall, at the option of the Sublessor, terminate this Sublease. Should this Sublease be assigned, or should the Leased Premises or any part thereof be sublet or occupied by any person or persons other than the original Sublessee hereunder, Sublessor may collect rent from the assignee, sublessee or occupant and apply the net amount collected to one the rent herein reserved, but no such assignment, subletting, occupancy or more assignments collection of rent shall be deemed a consent to such assignment, subletting or occupancy or a waiver of any term of this Lease Sublease, nor shall it be deemed acceptance of the assignee, sublessee or consents occupant as a tenant, or a release of Sublessee from the full performance by Sublessee of all the terms, provisions, conditions and covenants of this Sublease. In the event Sublessee wishes to assign this Sublease or sublet or allow the use of the Leased Premises or any part thereof, Sublessee shall give Sublessor not less than days written notice thereof and shall, in such notice, provide the name of the proposed assignee or sublessee, its proposed use of the Leased Premises, its background, such financial and credit information as Sublessor may require to determine the business experience, financial stability and creditworthiness of the proposed assignee or sublessee, and such additional information as Sublessor may request. Sublessee shall also pay Sublessor a one-time administrative fee of to reimburse Sublessor for its costs of reviewing, analyzing and processing the request for consent to assignment or subletting. In addition to its right to consent or refuse to consent to a proposed assignment Sublessor shall have the option, exercisable by written notice to Sublessee within the days after Sublessee gives Sublessor written notice of its desire to assign the Sublease, to terminate this Sublease with respect to the subletting from time entire Leased Premises upon a date specified in said notice to time Sublessee not less than [NUMBER] days nor more than days after the date of said notice and retake the Leased Premises or parts thereof, Lessee shall nevertheless remain liable for its performance own use. If Sublessor exercises such option, Sublessee shall nonetheless have the right, exercisable by notice given to Sublessor within days after Sublessor's notice of this Lease on its part exercise is given, to withdraw the proposed assignment from consideration, in which event the exercise of Sublessor's option shall be performedof no force or effect and, including except for the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing fee provided for in general, or object to the division of the Premises into multiple or smaller spaces Subsection (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vic) above, the assignment shall be conditioned upon the following: (a) Lessee shall deemed not be in default under the to have been proposed. If Sublessor does not elect to exercise its option to terminate this Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of and consents to the assignment or sublease, said assignee or sublessee shall pay directly to Sublessor all rent or other consideration payable by the facts placing such assignee or sublessee in excess of the amount of rent or other consideration payable by Sublessee to Sublessor hereunder (whether denominated as rent or otherwise) and shall expressly assume Sublessee's obligations hereunder. As a condition to Sublessor's consent to an assignment or sublease within subletting, Sublessor shall be entitled to receive (i) in the case of a subletting, [%] of all rent (however denominated and paid) payable by the subtenant to Sublessee in excess of that payable by Sublessee to Sublessor pursuant to the other provisions of this Sublease, and (ii) in the case of an assignment, [%] of all consideration given, directly or indirectly, by the assignee to Sublessee in connection with such assignment. For purposes of this paragraph, the term “rent” shall mean and include all consideration paid or given, directly or indirectly, for the use of the Leased Premises or any changes in the address for xxxxxxxx and legal notices sent to Lesseeportion thereof, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lesseeterm “consideration” shall mean and include money, services, property or any other thing of value such as payment of costs, cancellation of indebtedness, discounts, rebates and Lessee hereunder shall continue the like. Any rent or other consideration which is to be obligated under passed through to Sublessor pursuant to this Lease. Any assignment or subletting paragraph shall be subject paid to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; Sublessor promptly upon receipt by Sublessee and (z) any such assignment or subletting shall be subject to all paid in cash, regardless of the termsform in which received by Sublessee. In the event any rent or other consideration received by Sublessee is in a form other than cash, covenants and conditions Sublessee shall pay to Sublessor in cash the fair value of this LeaseSublessor's portion of such consideration.

SUBLEASING AND ASSIGNMENT. Lessee may Subtenant shall not assign, mortgage, pledge, hypothecate, sublease all or encumber this Lease or sublet ------------------------- any portion of the Premises or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Subleased Premises, or any part thereofpermit them to be used or occupied by others, or any right assign its rights under this Sublease or privilege appurtenant theretoits rights with regard to the Subleased Premises, without first obtaining Lessor’s the prior written consent of Sublandlord, which consent, which consent subject to the provisions hereinafter provided, shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, if Lessor consents . It is agreed that it shall be reasonable for Sublandlord to one or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on to any such sublease, use, occupancy or assignment if Subtenant has been unable to obtain the basis that Lessor objects to assignment or subleasing in general, or object Landlord's consent to the division same. The transfer of a majority of the Premises into multiple issued and outstanding capital stock of Subtenant (if Subtenant is a corporation) or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor transfer of a majority of the Premises total legal or beneficial interests in any other entity, constituting Subtenant, in a single transaction or in a series of related transactions, shall be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision deemed an assignment of this Section 9.2 Sublease requiring Sublandlord's consent. Any act made in violation of the foregoing provisions of this paragraph shall be null, void and of no force or Section 9.3 effect. Except as otherwise provided in this Sublease to the contrary, and notwithstanding anything to the contrary contained in any assignment of this LeaseSublease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority subletting of the capital stock or a controlling ownership interest; (iv) as a result of a consolidationSubleased Premises, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for xxxxxxxx and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants same terms and conditions as an assignment of the Lease or subletting of the Premises, and Subtenant shall comply with all of the provisions of Article "18" of the Lease, as if Subtenant were the tenant under the Lease and Sublandlord were Landlord and Sublandlord shall have all of the same rights and options that Landlord has under Article "18" of the Lease with respect to any assignment or subletting or proposed assignment or subletting except that where "fifty (50%) percent" appears in Section 18.13 of the Lease it shall be deemed deleted and replaced with "one hundred (100%) percent" for the purpose of this LeaseArticle "9" of this Sublease. Subject to Subtenant's compliance

SUBLEASING AND ASSIGNMENT. Lessee and any approved assignee or approved subtenant may not assign, mortgage, pledge, hypothecate, or encumber assign their rights under this Lease or the applicable sublease, or sublet the Premises whole or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s the prior written consentconsent of Lessor in each instance, which consent shall not be unreasonably withheld. Even if Lessor's consent is given, conditioned no subletting or delayed; provided, however, if Lessor consents assignment shall release Lessee from any obligation pursuant to one or more assignments of this Lease or consents alter the primary liability and obligation of Lessee to pay the subletting from time rent and to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of perform all other obligations to be performed, including the payment of the rentals and other charges assumed performed by Lessee hereunder. Acceptance of rent by Lessor understands from an assignee or subtenant who has not been approved by Lessor shall not waive the default created by failure to obtain Lessor's consent. As a condition of approving any proposed assignee or subtenant, Lessor may require such financial and agrees other information concerning the proposed assignee or subtenant that Lessee may request Lessor reasonably deems appropriate. Approval of a proposed sublease or assignment in any one instance shall not affect Lessor's right to approve all subsequent assignments and subleases. Lessor shall be furnished with a duplicate executed original of all subleases and assignments. Notwithstanding the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasingforegoing provisions of this Section 13, Lessee may request Lessor to permit Lessee to assign or sublease portions part or all of the Premises and to divide existing floors, and that Lessor will not withhold its without Lessor's consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity whichto: (i) any corporation or partnership that controls, is controlled by, or is under common control with Lessee’s parent ; or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person any corporation resulting from the merger or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction consolidation with Lessee or to any entity that acquires all of Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) 's assets as a result of a change going concern of the domicile business that is being conducted on the Premises, as long as the assignee or sublessee is a bona fide entity and assumes the obligations of Lessee, and continues the same use as permitted hereunder; provided, Lessor must be given written notice of any such assignment or subletting. Any profits from an approved sublease or assignment (determined after allowing Lessee or to be reimbursed for Lessee's costs in connection therewith including, without limitation, reasonable attorneys' fees and brokerage commissions and the reincorporation unamortized cost of Lessee in another jurisdiction; or improvements paid for by Lessee) shall be shared equally (vi50/50) acquires or is acquiring all or substantially all of the assets of Lessee or between Lessor and Lessee’s parent. Notwithstanding the foregoing, in the permitted assignments described in subsections (i) through (vi) aboveevent Lessee sublets Suite 300 during the Abatement Period, Lessee shall be conditioned upon responsible for paying Lessor for the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address operating expenses for xxxxxxxx and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this LeaseSuite 300 which are currently estimated at $7.50 per rentable square foot per annum.