Common use of Terms and Conditions Applicable to Assignment and Subletting Clause in Contracts

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor (iii) alter the primary liability to Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessor may accept any rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for performance shall constitute a waver or estoppel of Lessor's right to exercise its remedies for the Default or Breach by Lessee of any of the terms, covenants or conditions of this Lease. (c) The Consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublessee. (d) In the event of any Default or Breach of Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing,

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's ’s consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee Lessee, (iv) release the Guarantor, if any, of any obligations hereunder, or (v) be effective without the express written acknowledgment by Guarantor of its continuing obligations under this Leasethe Guaranty, if any. (b) Lessor may accept any rent Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Lessee’s Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 1,500, as consideration for Lessor's reasonable legal fees incurred in ’s considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested (see also Paragraph 36). Whether or not Lessor shall grant consent, Lessee shall pay all reasonable attorneys’ fees and costs incurred by LessorLessor in connection with reviewing, approving, drafting, and consummating, if applicable, any assignment or sublease requested by Lessee. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,. Lessee shall provide any assignee or sublessee with a complete copy of this Lease and a copy of all Rules and Regulations in effect at the time of said assignment or sublease. (g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See also Paragraph 39.2)

Terms and Conditions Applicable to Assignment and Subletting. (a) 1. Regardless of Lessor's ’s consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, ; (ii) release Lessee of any obligations hereunder, nor ; or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessor may accept any rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment2. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for performance shall constitute a waver or estoppel of Lessor's right to exercise its remedies for the Default or Breach by Lessee of any of the terms, covenants or conditions of this Lease. (c) The Consent consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublessee. (d) In the event of any Default or Breach of Lessee's obligation under this Lease. However, Lessor may proceed directly against Lessee, consent to subsequent sublettings and assignments of the sublease or any Guarantors amendments or modifications thereto without notifying Lessee or anyone else responsible for liable on the performance of the Lessee's obligations Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease, including any sublessee, without first exhausting Lessor's remedies against any other person Lease or entity responsible therefor to Lessor, or any security held by Lessorsublease. (e) 3. Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consentReal Property. Lessee agrees to shall provide Lessor with such other or additional information and/or and documentation as may be reasonably requested by Lessor. 4. Lessee acknowledges and agrees that, among other grounds upon which Lessor could reasonably withhold consent to a proposed assignment or subletting, it shall be reasonable for Lessor to withhold consent where: (fi) Any the proposed assignee ofor sublessee does not intend itself to occupy the entire portion of the Real Property assigned or sublet; (ii) Lessor disapproves of the proposed assignee’s or sublessee’s business operating ability or history, or sublessee underthe reputation of the proposed assignee or sublessee, this Lease shall, by reason or the character of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein business to be observed conducted by the proposed assignee or performed by Lessee during sublessee at the term Real Property; (iii) Lessor determines that the proposed assignee or sublessee does not have sufficient net worth and net current assets to operate its business in the Real Property and to meet the financial and other obligations of said assignment this Lease; or sublease, other than such obligations as are contrary to or inconsistent with provisions of an (iv) Lessor otherwise determines that the proposed assignment or sublease to which Lessor has specifically consented in writing,would have the effect of decreasing the value of the Real Property or increasing the expenses associated with operating, maintaining and repairing the Real Property.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of LessorLandlord's consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee subTenant of the obligations of Lessee Tenant under this Lease, (ii) release Lessee Tenant of any obligations hereunder, nor or (iii) alter the primary liability to Lessee of Tenant for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseTenant. (b) Lessor Landlord may accept any rent Rent or performance of LesseeTenant's obligations from any person other than Lessee Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of LessorLandlord's right to exercise its remedies for the Tenant's Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Landlord's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of Lessee's obligation under this Leaseby Tenant, Lessor Landlord may proceed directly against LesseeTenant, any Guarantors or anyone else responsible for the performance of the LesseeTenant's obligations under this Lease, including any sublesseeassignee or subTenant, without first exhausting LessorLandlord's remedies against any other person or entity responsible therefor therefore to LessorLandlord, or any security held by LessorLandlord. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information Information relevant to LessorLandlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublesseesubTenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 or 10% of the current monthly Base Rent applicable to be applied to Lessorthe portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Landlord's reasonable legal fees incurred in considering and processing the request for consentsaid request. Lessee Tenant agrees to provide Lessor Landlord with such other or additional information and/or documentation as may be reasonably requested by Lessorrequested. (f) Any assignee of, or sublessee subTenant under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor Landlord has specifically consented to in writing,. (g) Landlord's consent to any assignment or subletting shall not transfer to the assignee or subTenant any Option granted to the original Tenant by this Lease unless such transfer is specifically consented to by Landlord in writing. (See Paragraph 39.2)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's ’s consent, any assignment or subletting shall not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessor may accept any rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Default or Breach by Lessee of any of the terms, covenants or conditions of this Lease. (c) The Consent consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable under this Lease or the sublease and without obtaining their consent. (d) In the event of any Default or Breach of Lessee's ’s obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors Lessee or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent Should Lessee desire to enter into an assignment or subletting transaction, Lessee shall be give notice thereof to Lessor by requesting in writingwriting Lessor’s consent to such assignment or subletting at least thirty (30) days before the proposed effective date of any such assignment or subletting and shall provide Lessor with the following: (i) the full particulars of the proposed assignment or subletting transaction, accompanied including its nature, effective date, terms and conditions, and copies of any documents pertaining to such proposed transaction; (ii) a description of the identity, net worth and previous business experience of the transferee, including, without limitation, copies of transferee’s latest income, balance sheet and change-of-financial-position statements (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by the transferee; and (iii) any further information relevant to the transaction which Lessor shall have requested within thirty (30) days after receipt of Lessee’s request for consent and all information specified above in Subparagraphs (i), (ii) and (iii). Each assignment or subletting to which Lessor has consented shall be evidenced by an instrument made in such written form as is satisfactory to Lessor and executed by Lessee and transferee. By such instrument, transferee shall assume all the terms, covenants and conditions of this Lease, which are obligations of Lessee. Lessee shall remain fully liable to perform its duties under the Lease following the assignment or subletting. Lessee shall, on demand of Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, reimburse Lessor for Lessor’s reasonable costs, including but not limited legal fees up to the intended use and/or required modification of the Premises, if any, together with a deposit maximum of $1,000 to be applied to Lessor's reasonable legal fees 2,000, incurred in considering obtaining advice and processing the request preparing documentation for consent. Lessee agrees each assignment or subletting to provide which Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessorhas consented. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing. (g) If Lessor consents to an assignment or subletting, as a condition thereto which the parties hereby agree is reasonable, Lessee shall pay to Lessor fifty percent (50%) of any “Transfer Premium,” as that term is defined in this subparagraph, received by Lessee from such assignee or sublessee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by the assignee or sublessee in connection with the assignment or sublease in excess of the Base Rent under this Lease during the term of the assignment or sublease on a per rentable square foot basis if less than all of the Premises is transferred, deducting any expenses incurred by Lessee in connection with the assignment or subletting, including without limitation, expenses of marketing brokerage commissions and reasonable attorneys’ fees, but excluding expenses incurred in improving the space or loss of rent. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by such assignee or sublessee to Lessee in connection with such assignment or sublease. The determination of the amount of Lessor’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Lessee under the assignment or sublease.

Terms and Conditions Applicable to Assignment and Subletting. (a) 13.2.1 Regardless of Lessor's consent, any no assignment or subletting shall not (shall: {i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to responsibility of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) 13.2.2 Lessor may accept any rent Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the Lessee's Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor 13.2.3 Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) 13.2.4 In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors Lessee or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) 13.2.5 Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 500 as consideration for Lessor's reasonable legal fees incurred in considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor.requested. (See also Section 20.18) (f) 13.2.6 Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,. 13.2.7 Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Section 19.1.) 13.2.8 If Lessee assigns and/or sublets any portion(s) of its interest in this Lease or in the Premises with Lessor's consent, any consideration received by Lessee for said assignment and/or subletting, after deducting any real estate broker's commissions incurred solely for the purpose of and in connection with the assignment or subletting, shall be divided equally with Lessor to the extent it exceeds the consideration due Lessor from Lessee under this Lease ("Net Rent Premium"). The amount due Lessor shall be paid to Lessor within ten (1O) days after its receipt by Lessee. Lessee shall act as Lessor's agent in collecting such amounts from any such assignee or sublessee.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not not, unless evidenced by a written agreement signed by Lessor: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, ; (ii) release Lessee of any obligations hereunder, nor ; or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) Lessor may accept any rent Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the Lessee's Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessor's consent to any assignment assignment, or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, Lease including any assignee or sublessee, and/or may draw upon the Letter of Credit, at the same time or in any order, without first exhausting Lessor's remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 500 as consideration for Lessor's reasonable legal fees incurred in considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessorrequested. (f) Any assignee of, or sublessee under, this Lease shall, shall by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,. (g) In the case of a subletting, one-half (1/2) of any sums or economic consideration received by Lessee as a result of or in connection with the subletting shall be paid to Lessor upon receipt after first deducting (i) the rental due under this Lease, prorated to reflect only rental allocable to the sublet portion of the Premises, (ii) the cost of leasehold improvements made to the sublet portion of the Premises at Lessee's cost, amortized over the remaining term of this Lease at the time of such subletting, except for leasehold improvements made for the specific benefit of the sublessee, which shall be amortized over the term of the sublease, and (iii) the cost of any real estate commissions, reasonable attorney fees, or other third party professional services paid by Lessee in connection with the subletting. In the case of an assignment of this Lease, one-half (1/2) of any sums or economic consideration received by Lessee as a result of or in connection with the assignment shall be paid to Lessor upon receipt after first deducting the cost of any real estate commissions, reasonable attorney fees, or other third party professional services paid by Lessee in connection with the assignment. The consideration received by Lessee to be shared with Lessor shall exclude any consideration fairly

Terms and Conditions Applicable to Assignment and Subletting. (a) 13.2.1 Regardless of Lessor's ’s consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) 13.2.2 Lessor may accept any rent Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Lessee’s Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor 13.2.3 Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) 13.2.4 In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) 13.2.5 Each request for consent to an assignment or subletting shall be in writing, and in the case of assignment whereby Lessee is to be released from further liability under this Lease, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 500 as consideration for Lessor's reasonable legal fees incurred in ’s considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor.requested. (See also Section 20.18) (f) 13.2.6 Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing (where such consent is required hereunder). 13.2.7 Other than Permitted Transfers, Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing,. (See Section 19.1.) 13.2.8 If Lessee assigns and/or sublets any portion(s) of its interest in this Lease or in the Premises with Lessor’s consent (where such consent is required hereunder), any consideration received by Lessee for said assignment and/or subletting, after deducting any real estate broker’s commissions, reasonable marketing costs, and rental concessions, incurred solely for the purpose of and in connection with the assignment or subletting, shall be divided equally with Lessor to the extent it exceeds the consideration due Lessor from Lessee under this Lease (“Net Rent Premium”). The amount due Lessor shall be paid to Lessor within thirty (30) days after its receipt by Lessee. Lessee shall act as Lessor’s agent in collecting such amounts from any such assignee or sublessee.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's ’s consent, any no assignment or subletting shall not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee Lease with respect to the portion of any obligations hereunder, nor (iii) alter the primary liability to Lessee for the payment of Base Rent and other sums due Lessor hereunder Premises assigned or for the performance of any other obligations to be performed by Lessee under this Leasesubleased. (b) Lessor may accept any rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Lessee’s Default or Breach by Lessee of any of Breach. In the termsevent Lessor does not consent to an assignment or sublease within fifteen (15) business days after Lessee’s request, covenants then Lessor shall be deemed to have consented to said sublease or conditions of this Leaseassignment. (c) The Consent of Lessor Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 500 as consideration for Lessor's reasonable legal fees incurred in ’s considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessorrequested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,. (g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease. (h) Lessor shall execute documents reasonably required or requested by Lessee to recognize a permitted assignment or sublease, subject to applicable Lessor approvals, without further conditions.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's Lessors consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) Lessor may accept any rent Rent or performance of Lessee's Lessees obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's Lessors right to exercise its remedies for the Lessees Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's Lessees obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's Lessors remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's Lessors determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 500 as consideration for Lessor's reasonable legal fees incurred in ’s considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor.requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,. (g) Lessors consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of LessorLandlord's consent, any assignment or subletting shall not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee Tenant of any obligations hereunder, nor (iii) alter the primary liability to Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessor Landlord may accept any rent Rent or performance of LesseeTenant's obligations from any person other than Lessee Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the No acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of LessorLandlord's right to exercise its remedies for the Tenant's Default or Breach by Lessee of any of the terms, covenants or conditions of this Lease(as defined in Paragraph 13.1 below). (c) The Consent of Lessor Landlord's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for Landlord's consent to an assignment or subletting a Consent Transfer shall be in writing, accompanied by reasonable customary information relevant to Lessor's determination as to including, without limitation, information regarding the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited subtenant accompanied by a term sheet or other written description of the primary economic terms of the proposed Consent Transfer ("Transfer Notice"). Tenant shall promptly provide a copy of the sublease or assignment documents to Landlord upon execution thereof. (e) Notwithstanding any provision of this Lease to the intended use and/or required modification contrary, (i) Landlord may not withhold its consent to any Consent Transfer on the basis of (A) the economic terms of the Premisesproposed Consent Transfer except relating to the transferee's financial condition or (B) the fact that the terms of the Consent Transfer shall permit further subleasing, if any, together subject to compliance with a deposit the provisions of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering this Paragraph 12 and processing the (ii) any request for consent. Lessee agrees Landlord's consent to provide Lessor a Consent Transfer conforming to the provisions of Paragraph 12.2(d) with respect to which no written response from Landlord is received by Tenant within ten (10) days following submission to Landlord by Tenant of such other or additional request for consent (and accompanying information and/or documentation as may described in clause (d) above) shall conclusively be reasonably requested deemed approved and consented to by LessorLandlord. (f) Any assignee of, or sublessee under, Notwithstanding any provision of this Lease shallto the contrary, by reason in no case shall Landlord be permitted (or have the right to require Tenant to agree to allow Landlord) (as a condition of accepting its consent to a Consent Transfer or otherwise) to physically recapture any space proposed to be sublet or assigned or to share in any of the proceeds or profits of any such assignment or entering sublease. (g) If Landlord consents to any proposed Consent Transfer pursuant to the terms of this Paragraph 12, Tenant may within six (6) months after Landlord's consent, but not later than the expiration of said six-month period, enter into such sublease, be deemed, for Consent Transfer upon substantially the benefit of Lessor, same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to have assumed and agreed Landlord requesting Landlord's consent to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said such assignment or subleasesubletting, other than provided that if there are any material changes in the terms and conditions from those specified in such obligations as are contrary notice such that Landlord would initially have been entitled to or inconsistent with provisions of an refuse its consent to such assignment or sublease subletting under this Paragraph 12, Tenant shall again submit the assignment or subletting to which Lessor has specifically consented in writing,Landlord for its approval, under Paragraph 12.2.

Terms and Conditions Applicable to Assignment and Subletting. (a) 12.2.1 Regardless of Lessor's Landlord’s consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee subtenant of the obligations of Lessee Tenant under this Lease, (ii) release Lessee Tenant of any obligations hereunder, nor or (iii) alter the primary liability to Lessee of Tenant for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseTenant. (b) Lessor 12.2.2 Landlord may accept any rent Rent or performance of Lessee's Tenant’s obligations from any person other than Lessee Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's Landlord’s right to exercise its remedies for the Tenant’s Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor 12.2.3 Landlord’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) 12.2.4 In the event of any Default or Breach of Lessee's obligation under this Leaseby Tenant, Lessor Landlord may proceed directly against LesseeTenant, any Guarantors or anyone else responsible for the performance of the Lessee's Tenant’s obligations under this Lease, including any sublesseeassignee or subtenant, without first exhausting Lessor's Landlord’s remedies against any other person or entity responsible therefor therefore to LessorLandlord, or any security held by LessorLandlord. (e) 12.2.5 Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's Landlord’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublesseesubtenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to Lessor's reasonable legal fees incurred in 500 as consideration for Landlord’s considering and processing the request for consentsaid request. Lessee Tenant agrees to provide Lessor Landlord with such other or additional information and/or documentation as may be reasonably requested by Lessorrequested. (f) 12.2.6 Tenant shall reimburse Landlord upon demand for its reasonable attorney’s cost and fees relating to any request for consent to an assignment or sublease not to exceed $1,250 per standard request. 12.2.7 Any assignee of, or sublessee subtenant under, this Lease shall, by reason of accepting such assignment or assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor Landlord has specifically consented to in writing,. 12.2.8 Landlord’s consent to any assignment or subletting shall not transfer to the assignee or subtenant any Option granted to the original Tenant by this Lease unless such transfer is specifically consented to by Landlord in writing.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, ; (ii) release Lessee of any obligations hereunder, nor ; or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) Lessor may accept any rent Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseLessee's Breach. (c) The Consent of Lessor Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 2,500 or ten percent (10%) of the current monthly Base Rent applicable to be applied to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is less, as consideration for Lessor's reasonable legal fees incurred in considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor.requested. EXHIBIT 3.5 - continued (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (aA) Regardless of Lessor's consent, any assignment Assignment or subletting Subletting shall not (i) be effective without the express written assumption by such assignee Assignee or sublessee Sublessee of the obligations of Lessee under this Lease, ; (ii) release Lessee of any obligations hereunder, nor ; or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (bB) Lessor may accept any rent Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignmentAssignment. Neither a delay in the approval or disapproval of such assignment Assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the Lessee's Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (cC) The Consent of Lessor Lessor's consent to any assignment Assignment or subletting Subletting shall not constitute a consent to any subsequent assignment Assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseeSubletting. (dD) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any sublesseeAssignee or Sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (eE) Each request for consent to an assignment Assignment or subletting Subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee Assignee or sublesseeSublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 500.00 as consideration for Lessor's reasonable legal fees incurred in considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessorrequested. (fF) Any assignee Assignee of, or sublessee Sublessee under, this Lease shall, by reason of accepting such assignment Assignment or entering into such subleaseSublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment Assignment or subleaseSublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment Assignment or sublease Sublease to which Lessor has specifically consented in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's ’s consent, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessee. Lessor may accept any rent Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment assignment, nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Lessee’s Default or Breach by Lessee of any of the terms, covenants or conditions of this Lease. (c) The Consent of Lessor Breach. Lessor’s consent to any assignment or subletting shall not constitute a its consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (eb) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by and shall further pay Lessor’s costs (not to exceed $1,500.00), including reasonable attorneys’ fees, incurred in considering and processing such request for consent. (fc) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's Lessors consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) Lessor may accept any rent Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's Lessors right to exercise its remedies for the Lessee’s Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's Lessors remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's Lessors determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor.requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,. (g) Lessors consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of LessorLandlord's consent, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee or sublessee subtenant of the obligations of Lessee Tenant under this Lease, (ii) release Lessee Tenant of any obligations hereunder, nor or (iii) alter the primary liability to Lessee of Tenant for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseTenant. (b) Lessor Landlord may accept any rent Rent or performance of LesseeTenant's obligations from any person other than Lessee Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of LessorLandlord's right to exercise its remedies for the Tenant's Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Landlord's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of Lessee's obligation under this Leaseby Tenant, Lessor Landlord may proceed directly against LesseeTenant, any Guarantors or anyone else responsible for the performance of the LesseeTenant's obligations under this Lease, including any sublesseeassignee or subtenant, without first exhausting LessorLandlord's remedies against any other person or entity responsible therefor therefore to LessorLandlord, or any security held by LessorLandlord. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to LessorLandlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublesseesubtenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of fee not to exceed $1,000 to be applied to Lessor1,000, as consideration for Landlord's reasonable legal fees incurred in considering and processing the request for consentsaid request. Lessee Tenant agrees to provide Lessor Landlord with such other or additional information and/or documentation as may be reasonably requested by Lessorrequested. Landlord shall provide its written response to Tenant's request for consent within fifteen (15) days following Landlord's receipt of Tenant's written request, all required information and the required fee. (f) Any assignee of, or sublessee subtenant under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing,with

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (iiif) release Lessee of any obligations hereunder, nor (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder thereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessor may accept any rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the Default or Breach by Lessee of any of the terms, covenants or conditions of this Lease. (c) The Consent consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubleases. (d) In the event of any Default or Breach of Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any sublesseesubleases, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublesseesubleases, including but not limited to the intended use and/or required modification of the Premises, if any, together with a non- refundable deposit of $1,000 to be applied to 1,000, as reasonable consideration for Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor. (f) Any assignee of, or sublessee subleases under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee as it applies to the subleased premises during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's Lessors consent, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, ; (ii4) release Lessee of any obligations hereunder, nor : or (iiiN) alter after the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) Lessor may accept any rent Rent or performance Performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its Re remedies for the Lessees Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's Lessors determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or and for required modification of the Premises, if any, it any together with a deposit fee of $1,000 or ten percent (10%) of the current monthly Base Rent applicable to be applied to Lessor's reasonable legal fees incurred in the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessors considering and processing the request for consent. said request, Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor. (f) requested. M Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have haw assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee Lessee, (iv) release the Guarantor, if any, of any obligations hereunder, or (v) be effective without the express written acknowledgment by Guarantor of its continuing obligations under this Leasethe Guaranty, if any. (b) Lessor may accept any rent Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the Lessee's Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 1,500, as consideration for Lessor's reasonable legal fees incurred in considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested (see also Paragraph 36). Whether or not Lessor shall grant consent, Lessee shall pay all reasonable attorneys’ fees and costs incurred by LessorLessor in connection with reviewing, approving, drafting, and consummating, if applicable, any assignment or sublease requested by Lessee. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,. Lessee shall provide any assignee or sublessee with a complete copy of this Lease and a copy of all Rules and Regulations in effect at the time of said assignment or sublease. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See also Paragraph 39.2)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consentLandlord’s consent or whether such consent is required under this Lease, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee or sublessee subtenant of the obligations of Lessee Tenant under this Lease, (ii) release Lessee Tenant of any obligations hereunder, nor or (iii) alter the primary liability to Lessee of Tenant for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseTenant. (b) Lessor Landlord may accept any rent Rent or performance of Lessee's Tenant’s obligations from any person other than Lessee Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's Landlord’s right to exercise its remedies for the Tenant’s Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Landlord’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of Lessee's obligation under this Leaseby Tenant, Lessor Landlord may proceed directly against Lessee, any Guarantors Tenant or anyone else responsible for the performance of the Lessee's Tenant’s obligations under this Lease, including any sublesseeassignee or subtenant, without first exhausting Lessor's Landlord’s remedies against any other person or entity responsible therefor therefore to LessorLandlord, or any security held by LessorLandlord. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's Landlord’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublesseesubtenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee Tenant agrees to provide Lessor Landlord with such other or additional information and/or documentation as may be reasonably requested requested. Tenant shall reimburse Landlord for all reasonable out of pocket costs actually incurred by LessorLandlord in connection with the consideration of any request, including attorneys’ fees. (f) Any assignee of, or sublessee subtenant under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee Tenant during the term Term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor Landlord has specifically consented to in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's ’s consent, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee, unless Lessee under this Leaseis specifically released from liability in writing by Lessor. (b) Lessor may accept any rent Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Default or Breach by Lessee upon an Event of any of the terms, covenants or conditions of this LeaseDefault. (c) The Consent of Lessor Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Event of Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors Lessee or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. Lessee shall reimburse Lessor for all reasonable out of pocket costs actually incurred by Lessor in connection with the consideration of any request, including attorneys’ fees up to a maximum of $2,000 per requested by Lessorassignment or sublease. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) 12.2.1. Regardless of Lessor's ’s consent, any no assignment or subletting shall not : (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) 12.2.2. Lessor may accept any rent Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Lessee’s Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor 12.2.3. Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) 12.2.4. In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors Lessee or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) 12.2.5. Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor.requested. (See also Paragraph 34) (f) 12.2.6. Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessor may accept any rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the Default or Breach by Lessee of any of the terms, covenants or conditions of this Lease. (c) The Consent consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublessee. (d) In the event of any Default or of Breach of Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor. Lessor shall deliver a written notice to Lessee granting or withholding consent within ten (10) business days following receipt of the request. Lessor shall provide a reasonably detailed explanation for any withholding of consent. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessor may accept any rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for or performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the Default or Breach by Lessee of any of the terms, covenants or conditions of this Lease. (c) The Consent consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublessee. (d) In the event of any Default or Breach of Lessee's obligation obligations under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone any one else responsible for the performance of the Lessee's obligations under this Lease, including any the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by LessorLessor or Lessee. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing,. (g) Deleted. (h) Deleted.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, Lease or without such Sublessee acknowledging that its sublease is subject to this Lease (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) Lessor may accept any rent Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the assessed Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors Lessee or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any sublesseeassignee or Sublessee, without first exhausting Lessor's ' remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing,the

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's ’s consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) Lessor may accept any rent Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Lessee’s Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors Lessee or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 500 as consideration for Lessor's reasonable legal fees incurred in ’s considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor.requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,. (g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (Subject to Paragraph 39.2)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of the Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessor may accept any rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the Default or Breach by Lessee of any of the terms, covenants or conditions of this Lease. (c) The Consent consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or the sublease. (d) In the event of any Default or Breach of Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, writing accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a non-refundable deposit of $1,000 or ten percent (10%) of the monthly Base Rent applicable to be applied to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as reasonable consideration for Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or of sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing,. (g) The occurrence of a transaction described in Paragraph 12.2(c) shall give Lessor the right (but not the obligation) to require that the Security Deposit be increased by an amount equal to two (2) times the then monthly Base Rent, and Lessor may make the actual receipt by Lessor of the Security Deposit Increase a condition to Lessor's consent to such transaction. (h) (See Addendum I.)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of LessorLandlord's consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee subTenant of the obligations of Lessee Tenant under this Lease, (ii) release Lessee Tenant of any obligations hereunder, nor or (iii) alter the primary liability to Lessee of Tenant for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseTenant. (b) Lessor Landlord may accept any rent Rent or performance of LesseeTenant's obligations from any person other than Lessee Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of LessorLandlord's right to exercise its remedies for the Tenant's Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Landlord's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of Lessee's obligation under this Leaseby Tenant, Lessor Landlord may proceed directly against LesseeTenant, any Guarantors or anyone else responsible for the performance of the LesseeTenant's obligations under this Lease, including any sublesseeassignee or subTenant, without first exhausting LessorLandlord's remedies against any other person or entity responsible therefor therefore to LessorLandlord, or any security held by LessorLandlord. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to LessorLandlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublesseesubTenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 or 10% of the current monthly Base Rent applicable to be applied to Lessorthe portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Landlord's reasonable legal fees incurred in considering and processing the request for consentsaid request. Lessee Tenant agrees to provide Lessor Landlord with such other or additional information and/or documentation as may be reasonably requested by Lessorrequested. (f) Any assignee of, or sublessee subTenant under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor Landlord has specifically consented to in writing,. (g) Landlord's consent to any assignment or subletting shall not transfer to the assignee or subTenant any Option granted to the original Tenant by this Lease unless such transfer is specifically consented to by Landlord in writing. (See Paragraph 39.2)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's ’s consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee. Notwithstanding anything herein to the contrary, in the event of an assignment to a financially responsible transferee which Lessor would accept as a direct tenant, Lessor shall, at Lessee’s request, execute a commercially reasonable release of Lessee from further liability under this Lease. (b) Lessor may accept any rent Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval disapproval, of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Lessee’s Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 500 as consideration for Lessor's reasonable legal fees incurred in ’s considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor.requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,. (g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, ; (ii) release Lessee of any obligations hereunder, nor ; or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) Lessor may accept any rent Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the Lessee's Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting subletting, whether or not in Lessee's opinion Lessor's consent is required, shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 or ten percent (10%) of the current monthly Base Rent applicable to be applied to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's reasonable legal fees incurred in considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessorrequested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of LessorLandlord's consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee subTenant of the obligations of Lessee Tenant under this Lease, (ii) release Lessee Tenant of any obligations hereunderhereunder unless agreed to in writing by the Landlord, nor or (iii) alter the primary liability to Lessee of Tenant for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseTenant, unless otherwise agreed to in writing by the Landlord. (b) Lessor Landlord may accept any rent Rent or performance of LesseeTenant's obligations from any person other than Lessee Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of LessorLandlord's right to exercise its remedies for the Tenant's Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Landlord's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of Lessee's obligation under this Leaseby Tenant, Lessor Landlord may proceed directly against LesseeTenant, any Guarantors or anyone else responsible for the performance of the LesseeTenant's obligations under this Lease, including any sublesseeassignee or subTenant, without first exhausting LessorLandlord's remedies against any other person or entity responsible therefor to LessorLandlord, or any security held by LessorLandlord. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to LessorLandlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublesseesub-tenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee Tenant agrees to provide Lessor Landlord with such other or additional information and/or documentation as may be reasonably requested by Lessor.requested. Initials: ____ ____ page 17 of 19 (f) Any assignee of, or sublessee sub-tenant under, this Lease shall, by reason of accepting such assignment or assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor Landlord has specifically consented to in writing,. (g) Landlord's consent to any assignment or subletting shall not transfer to the assignee or subTenant any Option granted to the original Tenant by this Lease unless such transfer is specifically consented to by Landlord in writing.

Terms and Conditions Applicable to Assignment and Subletting. (a) 15.2.1 Regardless of LessorLandlord's consent, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee or sublessee subtenant of the obligations of Lessee Tenant under this Lease, (ii) release Lessee Tenant of any obligations hereunderhereunder or any guarantor of any obligations under the Guaranty, nor or (iii) alter the primary liability to Lessee of Tenant for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseTenant. (b) Lessor 15.2.2 Landlord may accept any rent Rent or performance of LesseeTenant's obligations from any person other than Lessee Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of LessorLandlord's right to exercise its remedies for the Default or Breach by Lessee Tenant's violation of any of the terms, covenants term or conditions provision of this Lease. (c) The Consent of Lessor 15.2.3 Landlord's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) 15.2.4 Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to LessorLandlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consentsubtenant ("Request"). Lessee Tenant agrees to provide Lessor Landlord with such other or additional information and/or documentation as may be reasonably requested by Lessorrequested. (f) 15.2.5 Any assignee of, or sublessee under, subtenant under this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor Landlord has specifically consented to in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, ; (ii) release Lessee of any obligations hereunder;, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) Lessor may accept any rent Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver or waiver of estoppel of Lessor's right to exercise its remedies for the Lessee's Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may may, after providing ten (10) days notice, proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies remedies, against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 or ten percent (10%) of the current monthly Base Rent applicable to be applied to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's reasonable legal fees incurred in considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessorrequested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's Authority’s consent, any assignment Assignment or subletting sublease shall not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, hereunder nor (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor Authority hereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessor Authority may accept any rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignmentAssignment. Neither a delay in the approval or disapproval of such assignment Assignment nor the acceptance of any rent for performance shall constitute a waver waiver or estoppel of Lessor's Authority’s right to exercise its remedies for the Default or Breach default by Lessee of any of the terms, covenants or conditions of this Lease. (c) The Consent consent of Lessor Authority to any assignment Assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment Assignment or subletting by the assignee or sublessee. However, Authority may consent to subsequent assignments or subletting of a sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable under this Lease or the sublease and without obtaining their consent and such action shall not release such persons from liability under this Lease or the sublease. (d) In the event of any Default or Breach default of Lessee's obligation ’s obligations under this Lease, Lessor Authority may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any sublessee, without first exhausting Lessor's Authority’s remedies against any other person or entity responsible therefor therefore to LessorAuthority, or any security held by LessorAuthority. (e) Each request for consent to an assignment Assignment or subletting subletting, where required, shall be in writing, accompanied by information relevant to Lessor's Authority’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit of $1,000 to be applied to Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor Authority with such other or additional information and/or documentation as may be reasonably requested by LessorAuthority. (f) Any assignee ofExcept as permitted pursuant to Subparagraph 18.1 (c), an Assignment or subletting without the consent of Authority shall, at Authority’s option, determined in its sole and absolute discretion, be a default curable after notice pursuant to Subparagraph 19.1 (c), or sublessee undera non-curable default without the necessity of any notice and grace period. If Authority elects to treat such unapproved Assignment or subletting as a non-curable default, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for Authority may terminate the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing,Lease.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's ’s consent, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee Assignee or sublessee Sublessee of the obligations of Lessee under this Lease, ; (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) Lessor may accept any rent Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignmentAssignment. Neither a delay in the approval or disapproval of such assignment Assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Lessee’s Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any sublesseeAssignee or Sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment Assignment or subletting Subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee Assignee or sublesseeSublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 or ten percent (10%) of the current monthly Base Rent applicable to be applied to the portion of the Premises which is the subject of the proposed Assignment or Sublease, whichever is greater, as consideration for Lessor's reasonable legal fees incurred in ’s considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessorrequested. (f) Any assignee Assignee of, or sublessee Sublessee under, this Lease shall, by reason of accepting such assignment Assignment or entering into such subleaseSublease, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment Assignment or subleaseSublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment Assignment or sublease Sublease to which Lessor has specifically consented to in writing,.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessor may accept any rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for or performance shall constitute a waver waiver or estoppel of Lessor's right to exercise its remedies for the Default or Breach by Lessee of any of the terms, covenants or conditions of this Lease. (c) The Consent consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublessee. (d) In the event of any Default or Breach of Lessee's obligation obligations under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone any one else responsible for the performance of the Lessee's obligations under this Lease, including any the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by LessorLessor or Lessee. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a non-refundable deposit of $1,000 to be applied to or ten percent (10%) of the current monthly Base Rent, whichever is greater, as reasonable consideration for Lessor's reasonable legal fees incurred in considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing,. (g) The occurrence of a transaction described in Paragraph 12.1 shall give Lessor the right (but not the obligation) to require that Security Deposit be deposited with Lessor in an amount equal to three (3) times the monthly Base Rent and Lessor may make the actual receipt by Lessor of the amount required to establish such Security Deposit a condition to Lessor's consent to such transaction.

Terms and Conditions Applicable to Assignment and Subletting. (a) Lessee may assign the Lease or sublease the Premises only after first obtaining Lessor’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed by Lessor. Regardless of Lessor's ’s consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) Lessor may accept any rent Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Lessee’s Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) In the event of any Default or Breach of Lessee's obligation under this Leaseby Lessee (which is not cured within any applicable notice and cure period), Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 500 as consideration for Lessor's reasonable legal fees incurred in ’s considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor.requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,. (g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

Terms and Conditions Applicable to Assignment and Subletting. (a) 13.2.1 Regardless of Lessor's ’s consent, any no assignment or subletting shall not shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor or (iii) alter the primary liability to responsibility of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this LeaseLessee. (b) 13.2.2 Lessor may accept any rent Rent or performance of Lessee's ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent for Rent or performance shall constitute a waver waiver or estoppel of Lessor's ’s right to exercise its remedies for the Lessee’s Default or Breach by Lessee of any of the terms, covenants or conditions of this LeaseBreach. (c) The Consent of Lessor 13.2.3 Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublesseesubletting. (d) 13.2.4 In the event of any Default or Breach of by Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors Lessee or anyone else responsible for the performance of the Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) 13.2.5 Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a deposit fee of $1,000 to be applied to 500 as consideration for Lessor's reasonable legal fees incurred in ’s considering and processing the request for consentsaid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor.requested. (See also Section 20.18) (f) 13.2.6 Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed, for the benefit of Lessor, deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing,. 13.2.7 Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Section 19.1.) 13.2.8 If Lessee assigns and/or sublets any portion(s) of its interest in this Lease or in the Premises with Lessor’s consent, any consideration received by Lessee for said assignment and/or subletting, after deducting any real estate broker’s commissions incurred solely for the purpose of and in connection with the assignment or subletting, shall be divided equally with Lessor to the extent it exceeds the consideration due Lessor from Lessee under this Lease (“Net Rent Premium”). The amount due Lessor shall be paid to Lessor within ten (10) days after its receipt by Lessee. Lessee shall act as Lessor’s agent in collecting such amounts from any such assignee or sublessee.