Common use of Assignment and Subletting by Tenant Clause in Contracts

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Except with respect to transfers pursuant to 4.16.7, below, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of DefaultDefault and written notice to Tenant (unless Tenant is a debtor in a bankruptcy proceeding, in which event no notice shall be required), if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s written consent, which consent may shall not be granted or denied in accordance with this paragraph. In unreasonably withheld provided no event shall the determination Event of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)Default then exists. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have the right to assign, transfer, mortgage sublet or encumber otherwise transfer its interest in this Lease and its rights hereunder to any entity or person, with Landlord’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In connection with the foregoing, the failure of Landlord to respond in whole or in part, nor sublet the whole or any part writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the Premisesproposed assignment, nor allow subletting or transfer. Notwithstanding the occupancy of all foregoing, Tenant may assign, sublet or any part of the Premises by another, otherwise transfer its interest in this Lease without first obtaining Landlord’s consent, written or otherwise, to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which consent Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises - is intended to be granted leased back by such entity to Tenant or denied in accordance any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with this paragraph. In no event shall the determination of the amount of rent be expressed in whole which Tenant may merge, amalgamate or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)consolidate. Notwithstanding any permitted assignment or sublettingof the Lease pursuant to the preceding two (2) sentences, Tenant shall at not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all times remain directly, primarily and fully responsible and liable for the payment of all sums payable further liability under this Lease and for compliance with all of its other obligations if such assignee does not have the Minimum Net Worth as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or sublettingeffective date of such assignment, Landlord may, at its option, collect directly from but such assignee or subtenant all rents becoming due to transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such assignment or sublease and apply such rents against any sums due subsequent date. Tenant shall deliver to Landlord from Tenant under this Leasea copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. No such collection shall be construed This Lease contains no provision restricting, purporting to constitute restrict or referring in any manner to a novation change in control or release change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant from or, to the further performance issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant’s obligations under this Lease. Landlord’s right , or any subsidiary, affiliate or parent of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this LeaseTenant.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Subject to subparagraph 4.16.7 below, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's consent, which consent may shall not be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)unreasonably withheld. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, and upon five (5) days' notice to Tenant, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may not be granted unreasonably withheld, conditioned or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, in addition to any other remedies provided in this Lease or by law, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits (or letters of credit) and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have not, without the right to assignprior written consent of Landlord, transfer, mortgage or encumber assign this Lease in whole or any interest herein or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain whether directly, primarily and fully responsible and liable for the payment indirectly or by operation of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rentlaw, Additional Rent or any other sum from any assigneemortgage, sublesseepledge, transfereeencumber, mortgagee hypothecate or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if otherwise transfer or sublet the Premises or any part thereof, or permit the use of the Premises are then by any party other than Tenant (collectively referred to in this Section as a “Transfer”). If Tenant is a partnership, a withdrawal or change of any partners in the Tenant, whether voluntary, involuntary or by operation of law, shall be deemed a Transfer for purposes of this Section. Landlord’s consent to one or more Transfers shall not terminate or waive this provision, and all subsequent Transfers shall likewise be made only upon obtaining the prior written consent of Landlord. Without limiting the foregoing, in no event shall Tenant make a Transfer if the proposed Transfer or resulting use would contravene any restrictive covenant (including any exclusive use) granted to any other tenant of the Building or would contravene the provisions of Section 3.1 of this Lease. Xxxx Xxxxxxxx’s receipt of a request by Tenant to make a Transfer, Landlord shall have the right, at Landlord’s option, to exercise in writing any of the following options: (a) to terminate this Lease as to the portion of the Premises proposed to be assigned or sublet; (b) to consent to the proposed Transfer, subject to an assignment the other terms and conditions set forth in this Section; or subletting(c) to refuse to consent to the proposed Transfer, which refusal shall be deemed to have been exercised unless Landlord gives Tenant written notice providing otherwise. The consent of Landlord to any proposed Transfer may be withheld by Landlord in its sole and absolute discretion. Landlord may, at its optionas a prior condition to considering any request for consent to a Transfer, collect directly require Tenant to obtain and submit current financial statements of any proposed subtenant or assignee and such other financial documentation relative to the proposed subtenant or assignee as Landlord may reasonably require. In the event Landlord consents to a Transfer, Tenant shall pay to Landlord a fee to cover Landlord’s accounting costs plus any legal fees incurred by Landlord as a result of the Transfer. Landlord may require an additional security deposit from such the assignee or subtenant all rents becoming as a condition of its consent. Any consideration, in excess of the Rent and other charges and sums due and payable by Tenant to Landlord under this Lease, paid to Tenant by any assignee or subtenant under such assignment or sublease and apply such rents against any sums due in connection with a Transfer shall be promptly remitted by Tenant to Landlord from as additional rent, and Tenant shall have no right or claim thereto as against Landlord. Sublessees or transferees of the Premises shall become directly liable to Landlord for all obligations of Tenant under the Lease, without relieving Tenant (or any guarantor of Tenant’s obligations) of any liability for such obligations, and Tenant shall remain obligated for all liability to Landlord arising under this Lease during the entire remaining Lease Term including any extensions thereof, whether or not authorized herein. No assignment of this Lease consented to by Landlord shall be effective unless and until Landlord shall receive an original assignment and assumption agreement, in form and substance satisfactory to Landlord, signed by Tenant and Tenant’s proposed assignee, whereby the assignee assumes due performance of this Lease for the balance of the remaining Lease Term of this Lease. No such collection subletting of the Premises, or any part thereof, consented to by Landlord shall be construed effective unless and until there shall have been delivered to constitute a novation Landlord an agreement, in form and substance satisfactory to Landlord, signed by Tenant and the proposed sublessee, whereby the sublessee acknowledges the right of Landlord to continue or release terminate any sublease, in Landlord’s sole discretion, upon termination of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition , and the sublessee agrees to recognize and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment attorn to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral in the event that Landlord elects to secure continue the performance of the obligations of Tenant under this Leasesublease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may shall not be granted unreasonably withheld, conditioned or denied delayed in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Except as expressly permitted by this Section 4.16, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s 's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s 's approval of any such conveyance. Upon the occurrence and during the continuance of an uncured Event of Default, if the Premises or any part of the Premises are is then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s 's right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall may not have the right to sell, assign, transfer, or mortgage or encumber this Lease in whole or in part, nor sublet the whole Leased Premises or any part of the Premises, nor allow the occupancy of all or any part of the Premises by anotherthereof, without first obtaining the prior written consent of Landlord’s consent, which consent may shall not be granted unreasonably withheld, conditioned or denied in accordance with this paragraphdelayed; and any attempted assignment or subletting without such consent shall be invalid. In no the event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, unless expressly otherwise agreed by Landlord, Tenant shall nevertheless at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease rent and for compliance with the performance and observance of all of its Tenant’s other obligations as tenant under the terms, conditions and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all Tenant’s obligations under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event event of Defaultdefault, if the Premises all or any part of the Leased Premises are then subject assigned or sublet, Landlord, in addition to an assignment any other remedies provided by this Lease or sublettingby law, Landlord may, at its option, collect directly from such the assignee or subtenant all rents rent becoming due to Tenant under such Landlord by reason of the assignment or sublease and apply such rents against any sums due to subletting. Any collection by Landlord from Tenant under this Lease. No such collection the assignee or subtenant shall not be construed to constitute a novation waiver or release of Tenant from the further performance of Tenant’s its obligations under this LeaseLease or the making of a new lease with such assignee or subtenant. It shall be reasonable for Landlord to refuse, condition or delay to give its consent if it is based on, among other things, Landlord’s determination that (i) its interest in the Lease or the Leased Premises would be adversely affected by the financial condition or creditworthiness of the proposed assignee or business reputation of the proposed assignee or subtenant (ii) a subtenant’s rent is greater than the Rental payable by Tenant, or (iii) the proposed use of the Leased Premises by, or business of, the proposed assignee or subtenant would adversely affect the Building. Notwithstanding the foregoing, Tenant shall have the right to sublease all or any part of direct collection shall be the Leased Premises, to assign this Lease in addition whole or in part, and to and not in limitation of any other rights and remedies provided for otherwise transfer its interest in this Lease or at law. and the Leased Premises to (a) any party who is an “affiliate” of Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure within the performance meaning of the obligations Securities Act of Tenant 1933, as amended, and applicable regulations thereunder, or (b) any successor by merger or consolidation of Tenant. No assignee, other than such an affiliate or successor by merger or consolidation, or sublessee shall have any right to expand under this LeaseSection 17.05 or right to extend under Section 17.01.

Assignment and Subletting by Tenant. 7.1.1 (a) Without the prior written consent of Owner, Tenant shall not have the right to assign, transfer, mortgage (i) assign or encumber in any manner transfer this Lease in whole or in partany estate or interest therein, nor or (ii) permit any assignment of this Lease or any estate or interest therein by operation of law, or (iii) sublet the whole Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy of any portion of the Premises, nor allow or (v) permit the occupancy of all or any part use of the Premises by anotherany parties other than Tenant, its agents and employees, and any such acts without first obtaining Landlord’s consent, which Owner's prior written consent may shall be granted void and of no effect. Consent by Owner to one or denied in accordance with this paragraph. In no event more assignments or sublettings shall the determination of the amount of rent be expressed in whole or in part not operate as a percentage consent to, or a waiver of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)Owner's rights with respect to, any subsequent assignments and sublettings. Notwithstanding any permitted assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease the Rent and for compliance with all of its Tenant's other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of If an Event of Default, if Default should occur while the Premises or any part of the Premises are thereof is then subject assigned or sublet, Owner, in addition to an assignment any other remedies herein provided or sublettingprovided by law, Landlord may, may at its option, option collect directly from such assignee or subtenant sublessee all rents payments becoming due to Tenant under such assignment or sublease and apply such rents payments against any sums due to Landlord Owner by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublease to make such payments directly to Owner upon receipt of notice from Tenant under this LeaseOwner. No direct collection by Owner from any such collection assignee or sublessee (regardless of whether or not such assignee or sublessee shall be deemed to be void and of no effect as stated in the first sentence of this (a)) shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of Tenant’s its obligations under this Leasehereunder. Landlord’s right Receipt by Owner of direct collection payments from any assignee, sublessee or occupant of the Premises shall not be in addition to and not in limitation deemed a waiver of any other rights and remedies provided for the covenants in this Lease against assignment and subletting, or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations a release of Tenant under this Lease. The receipt by Owner from any such assignee or sublessee obligated to make payments shall be a full and complete release, discharge and acquittance to such assignee or sublessee to the extent of any such amount so paid to Owner. Owner is authorized and empowered on behalf of Tenant to endorse the name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment under an assignment or sublease to Tenant, and to receive and apply the proceeds thereof in accordance with the terms hereof.

Assignment and Subletting by Tenant. 7.1.1 Anything else herein to the contrary notwithstanding, Tenant shall not be allowed to assign its leasehold interest created herein, this Lease, or any of its rights, privileges, or obligations created hereunder without prior written consent of Landlord, which Landlord may withhold in its sole discretion. Any other provision in this Lease to the contrary notwithstanding, the Tenant shall have the no right to assignsublet the Demised Premises, transferor any part thereof to subtenants without Landlord’s prior written consent which it may withhold in its sole discretion. Xxxxxxxx’s consent to any assignment, mortgage subletting, occupation, or encumber use by another person other than Tenant shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person other than Tenant, it being understood that Xxxxxxxx’s rights hereunder are continuing and shall not be exhausted, regardless of the number of times such assignment, subletting, occupation or use shall occur. Provided, however, and notwithstanding the foregoing to the contrary,’ Tenant shall be entitled, without seeking or obtaining the prior written consent of Landlord, to assign this Lease or to sublet the Demised Premises (in whole or in part) to any entity that controls Tenant, nor sublet that is under common control with Tenant or that is controlled by Tenant (a “Permitted Assignee”), provided that the whole Guaranty remains in full force and effect and such Permitted Assignee has a tangible net worth, at the time the assignment or sublease transaction is completed, which is not less than the net worth of Tenant named herein as of the Lease Date, and further provided Tenant delivers to Landlord, prior to the effective date of such assignment or sublease transaction involving the Permitted Assignee, documentation reasonably acceptable to Landlord to evidence same. A change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any part sale of substantially all of the Premises, nor allow assets of Tenant shall be deemed a transfer to a Permitted Assignee. In the occupancy of event that Tenant desires at any time to assign this Lease or sublet all or any part of the Demised Premises to any party other than a Permitted Assignee which satisfies the terms of this Section 13, Tenant shall submit to Landlord in writing at least thirty (30) days prior to the proposed effective date of the assignment or sublease transaction (i) a request for permission to assign or sublet setting forth the proposed effective date (which shall be no less than thirty (30) days after the delivery of such notice to Landlord); (ii) the name of the proposed subtenant or assignee; (iii) the nature of the business to be carried on in the Demised Premises after the assignment or sublease; (iv) the terms and provisions of the proposed assignment or sublease instrument(s); (v) current financial statements of the proposed subtenant or assignee; and (vi) such additional information as Landlord may reasonably request in order to make a reasoned judgment regarding the proposed assignment or sublease. If Tenant assigns, sublets or makes any other transfer of all or any portion of its interest(s) hereunder, Xxxxxx named in this Lease shall remain directly and primarily responsible for the faithful performance and observance of all of the covenants and obligations on Xxxxxx’s part to be performed in this Lease unless otherwise agreed by anotherthe parties in writing. Any assignee or subtenant hereunder shall be bound by and shall comply with all of the terms and provisions in this Lease, including, without first obtaining Landlordlimitation, the Prohibited Uses. Tenant shall give Landlord prompt written notice of any assignment or sublease that is completed by Tenant pursuant to this Section 13, and each such written notice shall include the complete name and notice address of the assignee or subtenant. Notwithstanding the generality of the foregoing, Tenant shall be permitted to finance its leasehold interest, Required Tenant Improvements and Tenant’s consentPrope1ty, which and Landlord shall enter into such customary landlord consent may and estoppel agreements as any lender to Tenant shall reasonably request. However, Landlord shall under no circumstances be granted or denied required to subordinate nor hypothecate its fee ownership interest in accordance with this paragraphthe Demised Premises to any lender to Tenant, nor to provide a waiver of any default by Tenant under the Lease. In no event addition, Tenant shall be entitled to enter into equipment leasing arrangements, provided that such arrangements do not result in any security or lien filing on the determination of Demised Premises and/or the amount of rent be expressed in whole Building or in part as a percentage of the income or profits derived by the subtenant from the space leased grant any rights (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily access and fully responsible and liable for removal) to the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this LeaseDemised Premises.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Except as set forth in Section 4.16.7, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by anotheranother (provided Landlord’s consent shall not be required for the temporary occupancy of portions of the Premises by Tenant’s Agents, provided the same is in accordance with all other terms of this Lease and such Tenant Agent is not generally operating from the Premises), without first obtaining Landlord’s consent, which consent may not be granted unreasonably withheld, conditioned or denied delayed, provided that Landlord’s denial of consent on the basis of any grounds set forth in accordance with this paragraph. In no event paragraph 4.16.3 shall the determination of the amount of rent not be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)considered unreasonable. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of So long as an Event of DefaultDefault has occurred and is continuing, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. So long as an Event of Default has occurred and is continuing, Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)paragraph 4.16. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment assignment, effective upon the occurrence of an Event of Default, to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 A. Tenant shall not have not, without the right to prior written consent of Landlord in each instance, (i) assign, transfer, mortgage mortgage, pledge, hypothecate or encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease in whole or in partany interest under it, nor (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) sublet the whole Premises or any part thereof, or (iv) permit the use or occupancy of the Premises, nor allow the occupancy of all Premises or any part thereof for any purpose not provided for under Section 6 of this Lease or by anyone other than the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraphTenant and Tenant's employees. In no event shall this Lease or any interest herein be assigned or assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings, except as provided by law. Notwithstanding the determination foregoing, Tenant may assign this Lease or sublet the Premises without Landlord's prior written consent (a) to any parent, subsidiary or affiliate of Tenant if Tenant gives Landlord thirty (30) days prior written notice of the amount of rent be expressed in whole proposed assignment or in part as a percentage sublet and if Landlord receives within such thirty (30) day period, evidence reasonably satisfactory to Landlord of the income financial capability of said parent, subsidiary or profits derived affiliate, or (b) in connection with a reorganization, merger, consolidation or sale by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with or substantially all of its assets, if Tenant gives Landlord thirty (30) days' prior written notice of said reorganization, merger, consolidation or sale and if Landlord receives evidence satisfactory to Landlord that the net worth of the proposed transferee or surviving entity, as the case may be, is not less than Tenant's net worth. Any parent, subsidiary or affiliate or other obligations as tenant under this Leasetransferee or surviving entity shall continue to use the Premises in a manner consistent with Tenant's use of the Premises. Landlord’s acceptance of Base RentTenant's assignment or sublet to a parent, Additional Rent subsidiary or any other sum affiliate or in connection with the sale, reorganization, merger, or consolidation shall not operate to release Tenant from any assignee, sublessee, transferee, mortgagee of its liabilities or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s Tenant's right of direct collection shall be to assign this Lease or sublet the Premises to a parent, subsidiary, or affiliate or in addition to and connection with a sale, reorganization, merger or consolidation does not in limitation relieve Tenant of any other obligations or deny Landlord any other of its rights and remedies under this Section 14, unless specifically provided for otherwise in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this LeaseSection 14.

Assignment and Subletting by Tenant. 7.1.1 4.17.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. Landlord agrees not to collect any such rent, security deposits or other sums payable under such assignments and subleases unless an Event of Default shall have occurred and be continuing.

Assignment and Subletting by Tenant. 7.1.1 Tenant may not and shall not have the right to assignassign this Lease, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole all or any part of the Premises, nor allow license concessions or lease departments therein, nor pledge or encumber by mortgage or other instruments any interest in this Lease (each individually and collectively referred to in this Section as a “Transfer”) without first obtaining the occupancy consent of all Landlord, which consent Landlord may not unreasonably withhold. This prohibition includes, without limitation, any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant’s corporate, partnership or proprietary structure. Consent by Landlord to any part transfer shall not constitute a waiver of the requirement for such consent to any subsequent Transfer. The acceptance of any Rent by Landlord from any alleged assignee or subtenant shall not constitute approval of the assignment or sublease of this Lease by the Landlord, and the consent by Landlord to one assignment or subletting of the Premises by another, without first obtaining shall not constitute a waiver of Landlord’s rights hereunder. Tenant shall pay to Landlord a Transfer Fee of $2,000.00 for such written consent, which consent may be granted or denied in accordance with this paragraph. In no the event shall of any such assignment, subletting, licensing or granting of a concession made with the determination prior written consent of the amount of rent be expressed in whole or in part Landlord as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or sublettingaforesaid, Tenant shall at all times will nevertheless remain directly, primarily and fully responsible and liable for the payment performance of all sums payable under the terms, conditions, and covenants of this Lease. Any Transfer shall be by agreement in a form and content acceptable to Landlord, and shall specify and require that each Transferee of this Lease by acceptance of any Transfer shall assume, be bound by, and for compliance with all be obligated to perform the terms and conditions of its other obligations as tenant sublessor and assignor under this Lease. A condition of such Transfer is the agreement of the parties that Landlord shall receive the full and complete Rent payment of the Transferee even though such payments may be in excess of the original Rent between Landlord and Tenant. It is the intent and understanding of the parties to this Lease that Tenant shall not receive any monetary benefit, in excess of the actual Rent obligation of Tenant, as agreed between the original Tenant and Landlord, through a Transfer to a third party. In the event of default of Tenant, Landlord at Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed sole option may succeed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release position of Tenant from the further performance as to any subtenant or licensee of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have sublet the right to Premises nor any part thereof, nor assign, transfer, mortgage or encumber otherwise dispose of this Lease in whole or in partany interest therein, nor sublet the whole or any part thereof, without Landlord's prior written consent in each of the Premisesforegoing cases, nor allow which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the occupancy foregoing, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord's consent, to any entity that controls, is controlled by or is under common control with Tenant, or to any entity resulting from merger or consolidation with and into Tenant or a sale of all or any part substantially all of the assets of Tenant. Landlord acknowledges and agrees that the transfer of ownership interests in Tenant will not constitute an assignment or sublease for purposes hereof provided that such new owner's financial responsibility meets or exceeds the criteria Landlord used to select Tenant. In addition, during the initial term of this Lease, Tenant shall be entitled to sublet up to fifty percent (50%) of the Premises without Landlord's consent. Tenant shall be entitled to retain all excess rental and other compensation in connection with any such assignment or subletting. Consent by another, without first obtaining Landlord’s consent, which consent may be granted Landlord to any assignment or denied in accordance with this paragraph. In no event subletting shall the determination not constitute a waiver of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding requirement for such consent to any permitted subsequent assignment or subletting, nor shall such consent be deemed to release Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable from liability under this Lease and for compliance with all of its other obligations except to the extent such consent specifically provides in writing. Tenant shall pay to Landlord, as tenant under this Lease. Landlord’s acceptance of Base Additional Rent, Additional Rent or the sum of Five Hundred Dollars ($500.00) to cover Landlord's administrative costs, overhead and counsel fees, plus all out-of-pocket expense, in connection with any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, subletting for which consent by Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Leaseis required.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent's consent which shall not be unreasonably withheld, which consent may be granted conditioned or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease, Landlord, at its sole discretion, reserves the right to recapture the Premises in lieu of approving a sublease except that Landlord shall not have the right to recapture the Premises if the sublease is for less than all of the remaining term or for less than all of the space in the Premises and, if Landlord does recapture the Premises, than Tenant shall be fully and finally relieved of all obligations arising thereafter under this lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have the right to convey, assign, transfermortgage, mortgage pledge or encumber this Lease Lease, in whole or in part, nor sublet the whole or any part of the Leased Premises, nor allow or permit the occupancy use of all the whole or any part of the Leased Premises by anotherany licensee or concessionaire, without first obtaining the written consent of Landlord’s consent. This prohibition shall be construed to include a prohibition against any assignment or subletting by operation of law, which assignment for the benefit of creditors, voluntary or involuntary bankruptcy or reorganization, or otherwise, without the prior written consent of Landlord. Any assignment or sublease without Landlord's written consent is in violation of this Lease and a default hereunder and, at the option of Landlord, shall be voidable. Landlord's consent or refusal to consent to any such subletting may be granted or denied in accordance with based upon, but shall not be limited to, factors pertaining to (a) the acceptability of the proposed subtenant to the Leased Premises, and (b) the financial statement, credit and ability of any proposed subtenant to meet the obligations, terms and conditions of this paragraphLease. The acceptance of any rental payments by Landlord from any alleged assignee shall not constitute approval of the assignment of this Lease by the Landlord, and the consent by Tenant shall pay to Landlord the sum of $500.00 as a Transfer Fee for such written consent. In no the event shall of any such assignment, subletting, licensing or granting of a concession, made with the determination written consent of the amount Landlord as aforesaid, Tenant will nevertheless remain liable for the performance of rent be expressed in whole or in part as a percentage all the terms, conditions, and covenants of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)this Lease. Notwithstanding any Any permitted assignment or sublettingsubletting shall be by agreement in form and content acceptable to Landlord, Tenant and shall at all times remain directly, primarily specify and fully responsible and liable for the payment of all sums payable under require that each subtenant or assignee acquiring this Lease by acceptance of any sublease, assignment or transfer shall assume, be bound by, and for compliance with all be obligated to perform the terms and conditions of its other obligations as tenant sublessor and assignor under this Lease. Landlord’s acceptance A condition of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease subletting is the agreement of the parties that Landlord shall receive the full and apply complete rental payment of subtenant or assignee, though such rents against payments may be in excess of the original rental between Landlord and Tenant. It is the intent and understanding of the parties to this Agreement that Tenant shall not receive any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release monetary benefit in excess of the actual rental obligation of Tenant from as agreed between the further performance original Tenant and Landlord through a sublease or assignment to a third party. In the event of default of Tenant’s obligations under this Lease. , Landlord’s right of direct collection shall be in addition , at Landlord's sole option, may succeed to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations position of Tenant under this Leaseas to any subtenant or licensee of Tenant.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s written consent, which consent may (except as provided in the next sentence) shall not be granted unreasonably withheld, conditioned or denied in accordance with this paragraphdelayed. In no event shall During the determination period beginning on the Commencement Date and ending on the earlier of the amount of rent date which is two (2) years after the Rent Commencement Date or the date that the Building is ninety-eight percent (98%) leased, Landlord shall have the right to withhold its consent to any proposed assignment or subletting for any reason or no reason, such consent to be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)Landlord’s sole and absolute discretion. Notwithstanding any permitted assignment or subletting, . Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, . Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have the right to assign, transfer, mortgage sublet or encumber otherwise transfer its interest in this Lease and its rights hereunder to any entity or person, with Landlord’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In connection with the foregoing, the failure of Landlord to respond in whole or in part, nor sublet the whole or any part writing within thirty (30) days after Tenant’s request for Landlord’s consent shall be deemed to constitute Landlord’s approval of the Premisesproposed assignment, nor allow subletting or transfer. Notwithstanding the occupancy of all foregoing, Tenant may assign, sublet or any part of the Premises by another, otherwise transfer its interest in this Lease without first obtaining Landlord’s consent, written or otherwise, to any (i) parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which consent Tenant may merge, amalgamate or consolidate, or (ii) entity in which the Premises is intended to be granted leased back by such entity to Tenant or denied in accordance any parent, subsidiary or affiliate of Tenant or to a corporation or other business entity with this paragraph. In no event shall the determination of the amount of rent be expressed in whole which Tenant may merge, amalgamate or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)consolidate. Notwithstanding any permitted assignment or sublettingof the Lease pursuant to the preceding two (2) sentences, Tenant shall at not be released from liability hereunder so long as the Lease is not modified or amended in any respect without the prior written approval of Tenant. Notwithstanding the foregoing, in the event of an assignment or other transfer, if the net worth of Tenant’s assignee or transferee (or a guarantor of such assignee or transferee) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), Tenant shall be released of any and all times remain directly, primarily and fully responsible and liable for the payment of all sums payable further liability under this Lease and for compliance with all of its other obligations if such assignee does not have the Minimum Net Worth as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or sublettingeffective date of such assignment, Landlord may, at its option, collect directly from but such assignee or subtenant all rents becoming due to transferee (or a guarantor of such assignee or transferee) attains the Minimum Net Worth thereafter, Tenant shall be immediately and automatically released from any further liability under this Lease from and after such assignment or sublease and apply such rents against any sums due subsequent date. Tenant shall deliver to Landlord from Tenant under this Leasea copy of the document of assignment, subletting or transfer as soon as reasonably possible after the full execution thereof by both parties thereto. No such collection shall be construed This Lease contains no provision restricting, purporting to constitute restrict or referring in any manner to a novation change in control or release change in stockholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant from or, to the further performance issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant’s obligations under this Lease. Landlord’s right , or any subsidiary, affiliate or parent of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this LeaseTenant.

Assignment and Subletting by Tenant. 7.1.1 Tenant may not and shall not have the right to assignassign this Lease, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole all or any part of the Premises, nor allow license concessions or lease departments therein, nor pledge or encumber by mortgage or other instruments any interest in this Lease (each individually and collectively referred to in this Section as a “Transfer”) without first obtaining the occupancy consent of all Landlord, which consent Landlord may withhold in its sole and absolute discretion. This prohibition includes, without limitation, any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant’s corporate, partnership or proprietary structure. Consent by Landlord to any part transfer shall not constitute a waiver of the requirement for such consent to any subsequent Transfer. The acceptance of any Rent by Landlord from any alleged assignee or subtenant shall not constitute approval of the assignment or sublease of this Lease by the Landlord, and the consent by Landlord to one assignment or subletting of the Premises by another, without first obtaining shall not constitute a waiver of Landlord’s rights hereunder. Tenant shall pay to Landlord a Transfer Fee of $2,000.00 for such written consent, which consent may be granted or denied in accordance with this paragraph. In no the event shall of any such assignment, subletting, licensing or granting of a concession made with the determination prior written consent of the amount of rent be expressed in whole or in part Landlord as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or sublettingaforesaid, Tenant shall at all times will nevertheless remain directly, primarily and fully responsible and liable for the payment performance of all sums payable under the terms, conditions, and covenants of this Lease. Any Transfer shall be by agreement in a form and content acceptable to Landlord, and shall specify and require that each Transferee of this Lease by acceptance of any Transfer shall assume, be bound by, and for compliance with all be obligated to perform the terms and conditions of its other obligations as tenant sublessor and assignor under this Lease. A condition of such Transfer is the agreement of the parties that Landlord shall receive the full and complete Rent payment of the Transferee even though such payments may be in excess of the original Rent between Landlord and Tenant. It is the intent and understanding of the parties to this Lease that Tenant shall not receive any monetary benefit, in excess of the actual Rent obligation of Tenant, as agreed between the original Tenant and Landlord, through a Transfer to a third party. In the event of default of Tenant, Landlord at Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed sole option may succeed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release position of Tenant from the further performance as to any subtenant or licensee of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Except as otherwise expressly provided herein, Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may not be unreasonably withheld or conditioned and shall be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased within ten (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)10) Business Days. Notwithstanding any permitted assignment or subletting, Tenant shall at all times (including the Option Term) remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, in addition to any other remedies provided in this Lease or by law, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits (or letters of credit) and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 (a) Without the prior written consent of Owner, Tenant shall not have the right to assign, transfer, mortgage (i) assign or encumber in any manner transfer this Lease in whole or in partany estate or interest therein, nor or (ii) permit any assignment of this Lease or any estate or interest therein by operation of law, or (iii) sublet the whole Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy of any portion of the Premises, nor allow or (v) permit the occupancy of all or any part use of the Premises by anotherany parties other than Tenant, its agents and employees, and any such acts without first obtaining Landlord’s consent, which Owner's prior written consent may shall be granted void and of no effect. Consent by Owner to one or denied in accordance with this paragraph. In no event more assignments or sublettings shall the determination of the amount of rent be expressed in whole or in part not operate as a percentage consent to, or a waiver of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)Owner's rights with respect to, any subsequent assignments and sublettings. Notwithstanding any permitted assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease the Rent and for compliance with all of its Tenant's other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of If an Event of Default, if Default should occur while the Premises or any part of the Premises are thereof is then subject assigned or sublet, Owner, in addition to an assignment any other remedies herein provided or sublettingprovided by law, Landlord may, may at its option, option collect directly from such assignee or subtenant sublessee all rents payments becoming due to Tenant under such assignment or sublease and apply such rents payments against any sums due to Landlord Owner by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments directly to Owner upon receipt of notice from Tenant under this LeaseOwner. No direct collection by Owner from any such collection assignee or sublessee (regardless of whether or not such assignee or sublessee shall be deemed to be void and of no effect as stated in the first sentence of this (a)) shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of Tenant’s its obligations under this Leasehereunder. Landlord’s right Receipt by Owner of direct collection payments from any assignee, sublessee or occupant of the Premises shall not be in addition to and not in limitation deemed a waiver of any other rights and remedies provided for the covenants in this Lease against assignment and subletting, or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations a release of Tenant under this Lease. The receipt by Owner from any such assignee or sublessee obligated to make payments shall be a full and complete release, discharge, and acquittance to such assignee or sublessee to the extent of any such amount so paid to Owner. Owner is authorized and empowered on behalf of Tenant to endorse the name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment under an assignment or sublease to Tenant, and to receive and apply the proceeds thereof in accordance with the terms hereof.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have the right to assignassign this ----------------------------------- Lease, transferor any interest therein, mortgage or encumber this Lease in whole or in part, nor and shall not sublet the whole Premises, or any part of thereof, or any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Premises, nor allow the occupancy of all or any part of the Premises by anotherportion thereof, without first obtaining the written consent of Landlord’s consent, which consent may be granted arbitrarily withheld except as hereinafter expressly otherwise provided. If Tenant desires to assign this Lease or denied in accordance with this paragraph. In no event shall sublet the determination of the amount of rent be expressed in whole Premises or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or sublettingportion thereof, Tenant shall deliver a written notice (a "Transfer Notice") to Landlord, which Transfer Notice shall set forth the name of the proposed assignee or sublessee, the terms and conditions of such assignment or sublease, and the current financial statements of such assignee and sublessee and, if Tenant proposes to sublease only a portion of the Premises, the portion of the Premises to be sublet. Landlord agrees not to unreasonably withhold consent to any such assignment of this Lease or subletting of the entire Premises, provided Tenant delivers a Transfer Notice to Landlord as aforesaid and provided (i) at the time thereof Tenant is not in default under this Lease, (ii) Landlord, in its sole discretion reasonably exercised, determines that the reputation, business, proposed use of the Premises and financial responsibility of the proposed assignee or sublessee, are satisfactory to Landlord, (iii) the proposed assignee or sublessee shall expressly assume all times remain directlythe obligations of this Lease on Tenant's part to be performed, primarily and fully responsible and liable for the payment (iv) such consent, if given, shall not release Tenant of any of its obligations under this Lease, including without limitation, its obligation to pay rent, (v) Tenant agrees specifically to pay over to Landlord, as Additional Rent, 50% of all sums payable provided to be paid under this Lease the terms and for compliance with all conditions of its other obligations as such assignment or sublease net of reasonable commissions and reasonable costs of reletting including, but not limited to, tenant under improvement costs paid to accommodate the proposed assignee or sublessee which are in excess of the amounts otherwise required to be paid pursuant to this Lease. Landlord’s acceptance of Base Rent, Additional Rent (vi) a consent to one assignment or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder subletting shall not be deemed to be a consent to any subsequent assignment or subletting and (vii) Tenant shall indemnify and hold Landlord harmless from any brokerage commissions due in connection with such assignment or subletting. Whether or not such conditions to assignment or subletting are met, Landlord’s approval , at its sole option, may elect to recapture the space covered by the Transfer Notice and terminate this Lease on the first day of any such conveyance. Upon the occurrence second calendar month next succeeding receipt of an Event of DefaultTenant's Transfer Notice, to be effective unless Tenant elects to withdraw its request to sublease or assign, which election, if exercised by Landlord, shall be by written notice to Tenant within twenty (20) days of receipt by Landlord of a Transfer Notice. If Landlord elects to terminate this Lease in accordance with the foregoing sentence, Landlord may lease the Premises to the sublessee or any part assignee proposed by Tenant. If this Lease shall be terminated with respect to less than the entire Premises, Base Rent, Operating Adjustment Rent, Tax Adjustment Rent, and Additional Rent shall be adjusted on the basis of the square feet retained by Tenant in proportion to the square feet of the Premises are then prior to such termination and this Lease as so amended shall continue thereafter in full force and effect. In such event, Tenant shall pay the cost of erecting demising walls and public corridors and making other modifications to physically separate the portion of the Premises remaining subject to the Lease from the rest of the Premises. Any assignment or subletting or occupancy without Landlord's prior written consent shall be void and shall, at the option of the Landlord, constitute a default under this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law without consent of Landlord, which consent may be arbitrarily withheld. Tenant acknowledges that Landlord may arbitrarily withhold its consent to any assignment of this Lease or subletting of all or a portion of the Premises to a proposed assignee or sublessee whose use of the Premises, or a portion thereof, will be for any non-office use. Tenant agrees that in the event Landlord withholds its consent to any assignment, subletting, or occupancy contrary to the provisions of the paragraph next above, Tenant's sole remedy shall be to seek an injunction in equity or compel performance by Landlord to give its consent and Tenant expressly waives any right to damages in the event of such withholding by Landlord of its consent. Tenant agrees that if it requests Landlord's consent to an assignment or sublettinga subletting that it shall reimburse Landlord for its reasonable costs and expenses in considering whether to grant its consent (including, but not limited to, reasonable attorneys' fees). Tenant further agrees that Landlord may, at as a condition to granting its optionapproval to an assignment or a subletting, collect directly from such require the assignee or subtenant all rents becoming due sublessee to Tenant under such assignment or sublease and apply such rents against any sums due to post a security deposit with Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. in an amount determined by Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's written consent, which consent may shall not be granted unreasonably withheld or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s 's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s 's approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s 's right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not, without prior written consent of Landlord, which consent shall not have the right to assignbe unreasonably withheld, transferconditioned or delayed, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part (i) sublease over fifty percent (50%) of the Premises, nor allow ; or (ii) assign or otherwise transfer or permit the occupancy transfer of this Lease or all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied interest of Tenant in accordance with this paragraphLease. In no event shall the determination If Tenant desires to enter into a sublease of over fifty percent (50%) of the amount Premises of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than such an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or sublettingassignment, Tenant shall deliver written notice thereof to Landlord, together with a copy of the proposed sublease or assignment at least thirty (30) days prior to the commencement day of the term of the proposed sublease or assignment. In making Landlord's determination as to whether to consent to any proposed sublease (or to any proposes assignment of this Lease), it shall be reasonable for Landlord to take into consideration, without limitation by enumeration, the following factors: the business reputation and credit worthiness of the proposed subtenant; the estimated increased pedestrian and vehicular traffic on the Premises and to the Building which would be generated by the proposed subtenant or assignee; and the proposed use to be made of the Premises; provided that any proposed sublease or assignment of the Lease if Tenant is then in default under this Lease. If Tenant enters into an approved sublease, and if such sublease provides or permits any rent or other consideration in excess of the rent due hereunder, all times remain directlysuch excess rent shall, primarily and fully responsible and liable for at Landlord's option, as evidenced by written notice to Tenant, be paid to Landlord on the payment first date of all sums payable each month during the term of the sublease less any brokerage commission. Any subletting or assignment hereunder (including without limitation, an assignment hereunder the last subparagraph of this Paragraph 13) shall not release or discharge Tenant of or from any liability whether past, present or future under this Lease and Tenant shall continue full liability hereunder, provided that if Landlord shall cancel this Lease or enter into a direct lease with the new tenant, the tenant's future liability under this Lease (to the extent and for compliance that portion of the rent for which Landlord has a direct lease) shall be terminated. Notwithstanding anything to the contrary contained in this Lease, Tenant may, without Landlord's consent, assign this Lease to any corporation, partnership or other legal entity that is controlled by or under common control with Tenant, or any corporation resulting from the merger or consolidation with Tenant, or to any entity that acquires all of its Tenant's assets as a going concern of the business that is being conducted on the Premises, provided that: (i) Tenant is not at such time in default hereunder, and (ii) such successor shall execute an instrument in writing fully assuming all of the obligation and liabilities imposed upon Tenant hereunder and deliver the same to Landlord. Notwithstanding the foregoing, any corporate merger, consolidation, asset purchase or other obligations as tenant under transaction that results in the employees of the Tenant owning more than 25% of the voting stock of the Tenant shall require the Landlord's consent to the transaction which consent will not be unreasonably withheld. For purposes of this Lease. Landlord’s acceptance paragraph, the change in beneficial ownership of Base Rent, Additional Rent more than fifty percent (50%) of the voting stock of Tenant or any other sum from any assigneecorporate reorganization, sublessee, transferee, mortgagee consolidation or encumbrance holder merger of Tenant shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under of this Lease. No such collection Tenant shall be construed to constitute a novation or release remain primarily liable on this Lease despite any assignment of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance subletting of the obligations of Tenant under this LeasePremises.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, 's consent which consent may shall not be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)unreasonably withheld. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall may not have the right to assign, transfer, mortgage or encumber assign its interest in this Lease in whole or in part, nor sublet the whole or any part of the Premises without the prior consent of Landlord, except to an affiliated or related entity or an entity under the control of Tenant provided that (i) Tenant shall deliver to Landlord a copy of the instrument(s) of assignment or sublease, and (ii) any such assignee or sublessee shall agree in writing to assume and perform all of the terms and conditions of this Lease on Tenant’s part to be performed with respect to the assigned or subleased estate from and after the commencement date of such assignment or subletting. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and any such assignment or sublease shall not operate to release Tenant from its obligations hereunder. Any assignment of this Lease or subletting of the Premises without notification to Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby until receipt of such notification. Any assignment of this Lease or subletting of the Premises for an unlawful or prohibited use or a use restricted by matters of title shall be void and of no force and effect. Landlord agrees that with regard to any sublease or other occupancy agreement entered into by Tenant on or in the Premises, nor allow so long as this Lease is in place and Tenant has not committed an Event of Default hereunder, all income from any said sublease or occupancy agreement shall belong to Tenant and Landlord hereby waives any claims with respect to the income from any sublease or any occupancy rights granted by Tenant on the Premises, which shall remain the property of all or Tenant. Should Tenant sublease any part of the Premises by anotheror otherwise enter into any occupancy agreements during the Term, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for nothing in this Lease shall obligate Landlord to recognize the rights of any subtenants or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance parties in occupancy of the obligations of Tenant under this LeasePremises.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall may not have the right to sell, ------------------------------------ assign, transfer, or mortgage or encumber this Lease in whole or in part, nor sublet the whole Leased Premises or any part of the Premises, nor allow the occupancy of all or any part of the Premises by anotherthereof, without first obtaining Landlord’s consent, the prior written consent of Landlord which consent may shall not be granted or denied in accordance with this paragraphunreasonably withheld. In no the event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall nevertheless at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease rent and for compliance with the performance and observance of all of its Tenant's other obligations as tenant under the terms, conditions and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument containing an agreement of assumption of all Tenant's obligations under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises all or any part of the Leased Premises are then subject assigned or sublet, Landlord, in addition to an assignment any other remedies provided by this Lease or sublettingby law, Landlord may, at its option, collect directly from such the assignee or subtenant all rents rent becoming due to Tenant under such Landlord by reason of the assignment or sublease and apply such rents against any sums due to subletting. Any collection by Landlord from Tenant under this Lease. No such collection the assignee or subtenant shall not be construed to constitute a novation waiver or release of Tenant from the further performance of Tenant’s its obligations under this LeaseLease or the making of a new lease with such assignee or subtenant. Landlord’s right of direct collection Notwithstanding the foregoing, if Landlord shall be in addition adjudged to and not in limitation of any other rights and remedies provided for in this Lease have unreasonably withheld consent to a proposed assignment or at law. subletting, Tenant makes shall be entitled to receive an absolute assignment amount from Landlord equal to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance net present value of the obligations of proposed sublease or assignment and all direct reasonable costs incurred by Tenant under this Leasein connection with the proposed sublease or assignment.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall not have the right to assign, transfer, mortgage or encumber may assign its interest in this Lease in whole or in part, nor sublet the whole or any part of the Premises without the prior consent of Landlord provided that (i) Tenant shall deliver to Landlord a copy of the instrument(s) of assignment or sublease, and (ii) any such assignee or sublessee shall agree in writing to assume and perform all of the terms and conditions of this Lease on Tenant’s part to be performed with respect to the assigned or subleased estate from and after the commencement date of such assignment or subletting. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and any such assignment or sublease shall not operate to release Tenant from its obligations hereunder. Any assignment of this Lease or subletting of the Premises without notification to Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby until receipt of such notification. Any assignment of this Lease or subletting of the Premises for an unlawful or prohibited use or a use restricted by matters of title shall be void and of no force and effect. Notwithstanding the foregoing, SSP Partners, as Tenant, may be released from continuing liability under this Lease should Tenant assign this Lease to an entity that has both (i) at the time of said assignment, a net worth (excluding goodwill) of $51,000,000 [*** FINAL AMOUNT TO BE CONFIRMED PRIOR TO CLOSING ***] as evidenced by audited financial statements of assignee evidencing said net worth delivered by Tenant to Landlord at the time of such assignment, and (ii) experience and creditworthiness substantially similar to Tenant at the time of said assignment. Further, if SSP Partners, as Tenant, is released from continuing liability under this Lease upon assignment as more particularly provided for above, the assigned Lease shall not be cross-defaulted with any Other Leases (as defined in Section 19.1(f)) and the Other Leases shall not be cross-defaulted with the Lease from which Tenant has been released. Landlord agrees that with regard to any sublease or other occupancy agreement entered into by Tenant on or in the Premises, nor allow so long as this Lease is in place and Tenant has not committed an Event of Default hereunder, all income from any said sublease or occupancy agreement shall belong to Tenant and Landlord hereby waives any claims with respect to the income from any sublease or any occupancy rights granted by Tenant on the Premises, which shall remain the Property of all or Tenant. Should Tenant sublease any part of the Premises by anotheror otherwise enter into any occupancy agreements during the Term, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for nothing in this Lease shall obligate Landlord to recognize the rights of any subtenants or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance parties in occupancy of the obligations of Tenant under this LeasePremises.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's written consent, which consent may shall not be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)unreasonably withheld. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s 's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s 's approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s 's right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 A. Tenant shall not have not, without the right to prior written consent of Landlord in each instance, (i) assign, transfer, mortgage mortgage, pledge, hypothecate or encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease in whole or in partany interest under it, nor (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) sublet the whole Premises or any part thereof, or (iv) permit the use or occupancy of the Premises, nor allow the occupancy of all Premises or any part thereof for any purpose not provided for under Section 6 of this Lease or by anyone other than the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraphTenant and Tenant's employees. In no event shall this Lease or any interest herein be assigned or assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings, except as provided by law. Notwithstanding the determination foregoing, Tenant may assign this Lease or sublet the Premises without Landlord's prior written consent (a) to any parent, subsidiary or affiliate of Tenant if Tenant gives Landlord thirty (30) days' prior written notice of the amount of rent be expressed in whole proposed assignment or in part as a percentage sublet and if Landlord receives within such thirty (30) day period, evidence reasonably satisfactory to Landlord of the income financial capability of said parent, subsidiary or profits derived affiliate, or (b) in connection with a reorganization, merger, consolidation or sale by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with or substantially all of its assets, if Tenant gives Landlord thirty (30) days' prior written notice of said reorganization, merger, consolidation or sale and if Landlord receives evidence satisfactory to Landlord that the net worth of the proposed transferee or surviving entity, as the case may be, is not less than Tenant's net worth. Any parent, subsidiary or affiliate or other obligations as tenant under this Leasetransferee or surviving entity shall continue to use the Premises in a manner consistent with Tenant's use of the Premises. Landlord’s acceptance of Base RentTenant's assignment or sublet to a parent, Additional Rent subsidiary or any other sum affiliate or in connection with the sale, reorganization, merger or consolidation shall not operate to release Tenant from any assignee, sublessee, transferee, mortgagee of its liabilities or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s Tenant's right of direct collection shall be to assign this Lease or sublet the Premises to a parent, subsidiary, or affiliate or in addition to and connection with a sale, reorganization, merger or consolidation does not in limitation relieve Tenant of any other obligations or deny Landlord any other of its rights and remedies under this Section 14, unless specifically provided for otherwise in this Section 14. Tenant agrees that Landlord shall have the right to grant or withhold its consent in its sole discretion to an assignment of this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance sublet of the obligations Premises by Tenant to any other tenant or proposed tenant of Tenant under this Leasethe Xxxxx Deer Business Park unless Landlord has no other space for rent in the Xxxxx Deer Business Park.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s written consent, which . Landlord shall not unreasonably withhold its consent may be granted to any assignment or denied in accordance with this paragraph. In no event shall the determination subletting of the amount of rent be expressed Premises, provided that the proposed assignee or subtenant (1) is creditworthy, (2) has a good reputation in whole the business community, (3) will use the Premises for the Permitted Use, (4) will not use the Premises or Building in part as a percentage manner that would materially increase the pedestrian or vehicular traffic to the Premises or Building, (5) is not a governmental entity, or subdivision or agency thereof, (6) is not another occupant of the income Building, and (7) is not a person or profits derived entity with whom Landlord is then, or has been within the six-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Building or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent in its sole discretion to any proposed assignment or subletting if any Event of Default by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)Tenant then exists. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, . Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 (a) Tenant shall not have the right to not, by operation of law or otherwise, (i) assign, transfer, mortgage mortgage, pledge, hypothecate or otherwise encumber this Lease in whole or in part, nor sublet Lease. the whole Leased Premises or any part of interest therein, (ii) grant any concession or license within the Leased Premises, nor allow (iii) grant or transfer any management privileges or rights with respect to the occupancy of Leased Premises, (iv) sublet all or any part of the Leased Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any right or privilege appurtenant to le Leased Premises, or (v) permit any other sum from any assignee, sublessee, transferee, mortgagee party to occupy or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises use all or any part of the Leased Premises. If Tenant is other than an individual person. any conveyance, assignment or transfer of any interest in Tenant shall be deemed to constitute a transfer or assignment prohibited by the immediately preceding sentence, except for sales and other transfers of Tenant's stock to the extent Tenant is a publicly-traded company whose stock is traded on a recognized national exchange or inter-dealer quotation system, or to the extent that the existing owners retain at least a 25% interest in the Company. No consent granted by Landlord to any transfer, assignment or other transaction prohibited by this Section shall release Tenant from any of Tenant's obligations under this Lease or be deemed to constitute a consent to any subsequent assignment, subletting, occupancy or use of the Leased Premises are then subject by another person. Subject to the foregoing, the rights and obligations of the parties to this Lease shall inure to the benefit of and be binding upon their respective successors, assigns, heirs and legal representatives. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this paragraph shall be void and constitute a default by Tenant. Notwithstanding the foregoing, Tenant may, upon written notice to Landlord of the identity of the Affiliate, assign or sublet its interest under this Lease in the Leased Premises to an assignment or subletting'Affiliate" of Tenant, Landlord may, at its option, collect directly from provided (i) that such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be assumes, in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rentfull, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease, (ii) such Affiliate's business operations are consistent with the Permitted Use, and (iii) such sublease or assignment shall not operate to release Tenant from its obligations under this Lease. As used herein, the term "Affiliate" shall be a corporation which controls, is controlled by, or is under common control with Tenant (control to be determined, for purposes hereof, by the ownership of in excess of fifty percent (50%) of the issued and outstanding voting stock of such entity).

Assignment and Subletting by Tenant. 7.1.1 (a) Notwithstanding any other provisions of this Lease, except as expressly set forth herein, Tenant shall covenants and agrees that it will not have the right to assign, transfer, mortgage or encumber assign this Lease in whole or in partsublet (which term, nor sublet without limitation, shall include the granting of concessions, licenses, and the like) the whole or any part of the Premises, nor allow Leased Premises without in each instance having first (i) received the occupancy express written consent of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed unreasonably withheld, delayed or conditioned, and (ii) if such consent is given by Landlord, caused the assignee or transferee to be Landlord’s approval of any such conveyance. Upon the occurrence of execute and deliver to Landlord an Event of Default, if the Premises or any part of the Premises are then subject instrument reasonably acceptable to an assignment or subletting, Landlord may, at its option, collect directly from whereby such assignee or subtenant transferee assumes all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. In any case where Landlord shall consent to such assignment or subletting, the tenant named herein shall remain fully liable for the obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease. In connection with any request by Tenant for such consent to assignment or sublet, Tenant shall provide Landlord with all relevant information requested by Landlord concerning the proposed assignee’s or tenant’s financial responsibility, creditworthiness and business experience to enable Landlord to make an informed decision (including, without limitation, a list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Leased Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in or about the Leased Premises). Tenant shall reimburse Landlord promptly for all reasonable third party out-of-pocket expenses incurred by Landlord including Landlord’s reasonable third party out of pocket attorneys’ fees in connection with the review of Tenant’s request for approval of any assignment or sublease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall may not have the right to sell, assign, transfer, or mortgage or encumber this Lease in whole or in part, nor sublet the whole Leased Premises or any part of the Premises, nor allow the occupancy of all or any part of the Premises by anotherthereof, without first obtaining the prior written consent of Landlord’s consent, which consent may shall not be granted unreasonably withheld, conditioned or denied in accordance with this paragraphdelayed; and any attempted assignment or subletting without such consent shall be invalid. In no the event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, unless expressly otherwise agreed by Landlord, Tenant shall nevertheless at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease rent and for compliance with the performance and observance of all of its Tenant's other obligations as tenant under the terms, conditions and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all Tenant's obligations under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event event of Defaultdefault, if the Premises all or any part of the Leased Premises are then subject assigned or sublet, Landlord, in addition to an assignment any other remedies provided by this Lease or sublettingby law, Landlord may, at its option, collect directly from such the assignee or subtenant all rents rent becoming due to Tenant under such Landlord by reason of the assignment or sublease and apply such rents against any sums due to subletting. Any collection by Landlord from Tenant under this Lease. No such collection the assignee or subtenant shall not be construed to constitute a novation waiver or release of Tenant from the further performance of Tenant’s its obligations under this LeaseLease or the making of a new lease with such assignee or subtenant. Landlord’s right of direct collection It shall be reasonable for Landlord to refuse, condition or delay to give its consent if it is based on, among other things, Landlord's determination that (i) its interest in addition to and not in limitation of any other rights and remedies provided for in this the Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance Leased Premises would be adversely affected by the financial condition or creditworthiness of the obligations proposed assignee or business reputation of Tenant under this Leasethe proposed assignee or subtenant (ii) a subtenant's rent is greater than the Rental payable by Tenant, or (iii) the proposed use of the Leased Premises by, or business of, the proposed assignee or subtenant would adversely affect the Building.

Assignment and Subletting by Tenant. 7.1.1 (a) Notwithstandixx xxx other provisions of this Lease, except as expressly set forth herein, Tenant shall covenants and agrees that it will not have the right to assign, transfer, mortgage or encumber assign this Lease in whole or in partsublet (which term, nor sublet without limitation, shall include the granting of concessions, licenses, and the like) the whole or any part of the Premises, nor allow Leased Premises without in each instance having first (i) received the occupancy express written consent of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed unreasonably withheld, delayed or conditioned, and (ii) if such consent is given by Landlord, caused the assignee or transferee to be Landlord’s approval of any such conveyance. Upon the occurrence of execute and deliver to Landlord an Event of Default, if the Premises or any part of the Premises are then subject instrument reasonably acceptable to an assignment or subletting, Landlord may, at its option, collect directly from whereby such assignee or subtenant transferee assumes all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. In any case where Landlord shall consent to such assignment or subletting, the tenant named herein shall remain fully liable for the obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease. In connection with any request by Tenant for such consent to assignment or sublet, Tenant shall provide Landlord with all relevant information requested by Landlord concerning the proposed assignee’s or tenant’s financial responsibility, creditworthiness and business experience to enable Landlord to make an informed decision (including, without limitation, a list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Leased Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in or about the Leased Premises). Tenant shall reimburse Landlord promptly for all reasonable third party out-of-pocket expenses incurred by Landlord including Landlord’s reasonable third party out of pocket attorneys’ fees in connection with the review of Tenant’s request for approval xx xxy assignment or sublease.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's written consent, which consent may shall not be granted unreasonably withheld, conditioned or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s 's acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s 's approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s 's right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits lease security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease.

Assignment and Subletting by Tenant. 7.1.1 Tenant shall may not have the right to sell, assign, transfer, or mortgage or encumber this Lease in whole or in part, nor sublet the whole Leased Premises or any part of the Premises, nor allow the occupancy of all or any part of the Premises by anotherthereof, without first obtaining Landlord’s consentthe prior written consent of Landlord which shall not be unreasonably withheld, which conditioned or delayed; and any attempted assignment or subletting without such consent may shall be granted or denied in accordance with this paragraphinvalid. In no the event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall nevertheless at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease rent and for compliance with the performance and observance of all of its Tenant's other obligations as tenant under the terms, conditions and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all Tenant's obligations under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event event of Defaultdefault, if the Premises all or any part of the Leased Premises are then subject assigned or sublet, Landlord, in addition to an assignment any other remedies provided by this Lease or sublettingby law, Landlord may, at its option, collect directly from such the assignee or subtenant all rents rent becoming due to Tenant under such Landlord by reason of the assignment or sublease and apply such rents against any sums due to subletting. Any collection by Landlord from Tenant under this Lease. No such collection the assignee or subtenant shall not be construed to constitute a novation waiver or release of Tenant from the further performance of Tenant’s its obligations under this LeaseLease or the making of a new lease with such assignee or subtenant. Landlord’s right of direct collection It shall be reasonable for Landlord to refuse to give its consent to any proposed assignment or subletting based on, among other things, Landlord's reasonable determination that its interest in addition to and not in limitation of any other rights and remedies provided for in this the Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rentthe Leased Premises would be adversely affected by (i) the financial condition, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance creditworthiness or business reputation of the obligations proposed assignee or subtenant, (ii) the prevailing market or quoted rental rates for space in the Building or other comparable buildings or (iii) the proposed use of Tenant under this Leasethe Leased Premises by, or business of, the proposed assignee or subtenant.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may shall not be granted unreasonably withheld, conditioned or denied delayed in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease, provided, however, that until the occurrence of an Event of Default, Tenant shall have the license to collect any amounts or sums payable under any sublease.

Assignment and Subletting by Tenant. 7.1.1 A. Tenant shall not have not, without the right to prior written consent of Landlord in each instance, (i) assign, transfer, mortgage mortgage, pledge, hypothecate or encumber or subject to or permit to exist upon or be subjected to any lien or charge, this Lease in whole or in partany interest under it, nor (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) sublet the whole Premises or any part thereof, or (iv) permit the use or occupancy of the Premises, nor allow the occupancy of all Premises or any part thereof for any purpose not provided for under Section 6 of this Lease or by anyone other than the Premises by another, without first obtaining Landlord’s consent, which consent may be granted or denied in accordance with this paragraphTenant and Tenant's employees. In no event shall this Lease or any interest herein be assigned or assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings, except as provided by law. Notwithstanding the determination foregoing, tenant may assign this Lease or sublet the Premises without Landlord's prior written consent (a) to any parent, subsidiary or affiliate of Tenant if Tenant gives Landlord thirty (30) days' prior written notice of the amount of rent be expressed in whole proposed assignment or in part as a percentage sublet and if Landlord receives within such thirty (30) day period, evidence reasonably satisfactory to Landlord of the income financial capability of said parent, subsidiary or profits derived affiliate, or (b) in connection with a reorganization, merger, consolidation or sale by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with or substantially all of its assets, if Tenant gives Landlord thirty (30) days' prior written notice of said reorganization, merger, consolidation or sale and if Landlord receives evidence satisfactory to Landlord that the net worth of the proposed transferee or surviving entity, as the case may be, is not less than Tenant's net worth. Any parent, subsidiary or affiliate or other obligations as tenant under this Leasetransferee or surviving entity shall continue to use the Premises in a manner consistent with Tenant's use of the Premises. Landlord’s acceptance of Base RentTenant's assignment or sublet to a parent, Additional Rent subsidiary or any other sum affiliate or in connection with the sale, reorganization, merger or consolidation shall not operate to release Tenant from any assignee, sublessee, transferee, mortgagee of its liabilities or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s Tenant's right of direct collection shall be to assign this Lease or sublet the Premises to a parent, subsidiary, or affiliate or in addition to and connection with a sale, reorganization, merger or consolidation does not in limitation relieve Tenant of any other obligations or deny Landlord any other of its rights and remedies under this Section 14, unless specifically provided for otherwise in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this LeaseSection 14.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s consent, which consent may shall not be granted unreasonably withheld or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this LeaseLease and promptly remit the balance to Tenant. No such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this LeaseLease but such amounts shall not be retained by Landlord unless and until the occurrence of an Event of Default under the Lease by Tenant.

Assignment and Subletting by Tenant. 7.1.1 4.16.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's consent, which consent may shall not be granted unreasonably withheld, conditioned or denied in accordance with this paragraph. In no event shall the determination of the amount of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)delayed, subject to paragraph 4.16.3. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, Default if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. The foregoing notwithstanding, any wholly owned subsidiaries or affiliates of Cisco's can sublease the space without Landlord's approval, provided that such wholly owned subsidiary's or affiliate's use of the Premises complies with the provisions herein and does not disturb the integrity of the Project.

Assignment and Subletting by Tenant. 7.1.1 4.17.1 Tenant shall not have the right to assign, transfer, mortgage or encumber this Lease in whole or in part, nor sublet the whole or any part of the Premises, nor allow the occupancy of all or any part of the Premises by another, without first obtaining Landlord’s 's consent; except that Tenant shall have the right to grant to The VenCom Group, which consent may be granted or denied Inc. a license to occupy and use a portion (but not in excess of 12,000 square feet) of the Premises during the Term of this Lease, in accordance with this paragraph. In no event shall the determination all of the amount terms and provisions of rent be expressed in whole or in part as a percentage of the income or profits derived by the subtenant from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales)this Lease. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Landlord’s acceptance of Base Rent, Additional Rent or any other sum from any assignee, sublessee, transferee, mortgagee or encumbrance holder shall not be deemed to be Landlord’s approval of any such conveyance. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord mayLandlord, in addition to any other remedies provided in this Lease or by law, may at its option, option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease. No , and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s 's obligations under this Lease. Landlord’s right of direct collection shall be in addition to and not in limitation of any other rights and remedies provided for in this Lease or at law. Tenant makes an absolute assignment to Landlord of such assignments and subleases and any rent, Lease Security Deposits security deposits and other sums payable under such assignments and subleases as collateral to secure the performance of the obligations of Tenant under this Lease. Tenant shall cause The VenCom Group, Inc. to comply with all of the terms and provisions of this Lease applicable to Tenant. Upon any Event of Default hereunder, or upon the termination of the The VenCom Group, Inc.'s affiliation with Tenant, the license granted by Tenant to The VenCom Group, Inc. and Tenant's right to grant said license shall automatically terminate, without any notice or action of or by Landlord, and The VenCom Group Inc.'s occupancy and use of the Premises shall immediately cease. Notwithstanding anything contained in this Section 4.17 to the contrary, in the event Tenant and The VenCom Group, Inc. terminate their affiliation, Tenant may, upon not less than twenty (20) days' prior written notice to Landlord, sublease a portion (but not in excess of 12,000 square feet) of the Premises to The VenCom Group, Inc. Tenant's written notice to Landlord shall provide (i) written documentation or reasonably detailed information pertaining to the termination of affiliation, (ii) financial and other substantive information pertaining to The VenCom Group, Inc. subsequent to termination of affiliation, and (iii) a copy of a written sublease agreement which conforms to the terms and provisions of this Lease, including an express agreement by The VenCom Group, Inc. to comply with each and every term and provision of this Lease. Based upon compliance with the foregoing, Landlord hereby acknowledges its acceptance of and consent to The VenCom Group, Inc. as a subtenant hereunder pursuant to the terms hereof.