Common use of Assignment or Sublease Clause in Contracts

Assignment or Sublease. The Lessee may not at any time assign or transfer this Agreement, or sublet the whole or any part of the Facility without the prior written consent of the Agency and the Trustee; provided further, that if the Agency and the Trustee consent to any such assignment, transfer or subletting, (1) the Lessee shall nevertheless remain liable to the Agency for the payment of all rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Security Document to which it shall be a party, (2) any assignee or transferee of the Lessee in whole of the Facility shall have assumed in writing and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and shall be qualified to do business in the State, (3) in the Opinion of Counsel, such assignment, transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all rents nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Security Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any obligor under any other Security Document, (4) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility, (5) such assignment, transfer or sublease shall not violate any provision of this Agreement, the Indenture or any other Security Document, (6) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of such space would be subleased by the Lessee (excluding Affiliates of the Lessee), (7) such assignment, transfer or sublease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency and the Trustee that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease, (8) each such assignment, transfer or sublease contains such other provisions as the Agency or the Trustee may reasonably require, and (9) in the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. The Lessee shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least twenty (20) days prior to the date of execution thereof. Any consent by the Agency or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency and the Trustee consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency or the Trustee under the foregoing covenant by the Lessee. If the Facility or any part thereof be sublet or occupied by any Person other than the Lessee, the Agency, in the event of the Lessee's default in the payment of rent may, and is hereby empowered to, and the Lessee hereby grants the Agency an irrevocable power of attorney (coupled with an interest to) collect rent from the undertenant or occupant during the continuance of any such default. In either of such events, the Agency may apply the net amount received by it to the rent herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee.

Assignment or Sublease. The Lessee may not at any time (i) subject to Section 6.1 hereof, assign or transfer this Agreement, or (ii) sublet the whole or any part of the Facility to any party without the prior written consent of the Agency and the TrusteeTrustee (which consent of the Trustee shall not be unreasonably withheld or delayed), and the Bank (or, if all amounts owed to the Bank under the Reimbursement Agreement have been paid in full and the Letter of Credit shall no longer be in effect as permitted hereunder and under the Indenture, the Agency); provided furtherprovided, that if the Agency Agency, the Trustee and the Trustee Bank consent to any such assignment, transfer or subletting, (1) the Lessee Lessee, shall nevertheless remain liable to the Agency for the payment of all rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Security Document to which it shall be a party, (2) any assignee or transferee of the Lessee sublessee in whole of the Facility shall have assumed in writing and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and and, if a corporation, shall be qualified to do business in the State, (3) in the Opinion of Counsel, such assignment, transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all rents nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Security Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any obligor under any other Security Document, (4) any assignee, transferee or sublessee shall be a corporation and shall utilize the Facility as an Approved Facilitya qualified "project" within the meaning of the Act, (5) such assignment, transfer or sublease shall not violate any provision of this Agreement, the Indenture or Indenture, any other Security DocumentDocument or the Reimbursement Agreement, (6) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty twenty-five percent (2025%) of such space would be subleased sub-leased by the Lessee (excluding Affiliates of the Lessee), (7) such assignment, transfer or sublease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency, the Trustee and the Bank (or, if all amounts owed to the Bank under the Reimbursement Agreement have been paid in full and the Letter of Credit shall no longer be in effect as permitted hereunder and under the Indenture, the Agency and the Trustee Trustee) that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease, (8) each such assignment, transfer or sublease contains such other provisions as the Agency, the Trustee or the Bank (or, if amounts owed to the Bank under the Reimbursement Agreement have been paid in full and the Letter of Credit shall no longer be in effect as permitted hereunder and under the Indenture, the Agency or the Trustee Trustee) may reasonably require, require and (9) in the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. The Lessee shall furnish or cause to be furnished to the Agency Agency, the Bank and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least twenty thirty (2030) days prior to the date of execution thereof. Any consent by the Agency Agency, the Bank or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency Agency, the Bank and the Trustee consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency Agency, the Bank or the Trustee under the foregoing covenant by the Lessee. If the Facility or any part thereof shall be sublet or occupied by any Person other than the Lessee, the Agency, in the event of the Lessee's default in the payment of rent may, and is hereby empowered to, and the Lessee hereby grants the Agency an irrevocable power of attorney (coupled with an interest to) collect rent from the undertenant or occupant during the continuance of any such default. In either of such events, the Agency may apply the net amount received by it to the rent herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. The Lessee covenants and agrees not to amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, any previously consented to sublease, without the prior written consent of the Agency. The existing or contemplated subtenants, if any, listed on Schedule C hereof are hereby approved by the Agency pursuant to the terms of this Section 9.3.

Assignment or Sublease. (Consent by Landlord). The Lessee may following paragraph is hereby added to Section 17.A: “Notwithstanding this Section 17.A above, but subject to this paragraph below, so long as Cavium, Inc., a Delaware corporation, is the Tenant under this Lease, Tenant shall have the right to permit the occupancy of the Building by the employees of any of Tenant’s customers or service providers, provided that (i) such individuals (individually a “Business Related Occupant”, and collectively the “Business Related Occupants”) shall not occupy a separately demised portion of the Building (other than open air cubicles), and no demising walls shall be constructed within the Building to separate any of the Business Related Occupants from other occupants of the Building; (ii) such occupancy is not in connection with any assignment or sublease; (iii) such occupancy is not a subterfuge by Tenant to avoid its obligations under this Lease or the restrictions on Transfers pursuant to this Section 18; (iv) no rent or other consideration shall be charged by Tenant with respect to such occupancy; (v) the Business Related Occupants do not occupy, in the aggregate at any time assign or transfer this Agreementgiven time, or sublet the whole or any part more than fifteen percent (15%) of the Facility without the prior written consent rentable square footage of the Agency Building; (vi) such occupancy shall otherwise be subject to all of the terms and conditions of this Lease; (vii) Tenant shall be liable for violations by any of the TrusteeBusiness Related Occupants of the terms and conditions of this Lease; provided further, that if the Agency and the Trustee consent to any such assignment, transfer or subletting, (1viii) the Lessee Tenant shall nevertheless remain fully responsible and liable to the Agency for the payment of all rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Security Document to which it shall be a party, (2) any assignee or transferee of the Lessee in whole of the Facility shall have assumed in writing and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and shall be qualified to do business in the State, (3) in the Opinion of Counsel, such assignment, transfer or sublease shall not legally impair in any respect the obligations of the Lessee for Tenant under the payment of all rents nor for Lease. In no event shall the full performance of all of the terms, covenants and conditions Business Related Occupants have any rights under this Lease. A breach or violation of this Agreement or Lease by a Business Related Occupant which is not cured within any cure period expressly granted by this Lease shall constitute an Event of Default by Tenant under this Lease. The failure of any other Security Document Business Related Occupant to which vacate the Lessee shall be a party, nor impair or limit in any respect the obligations of any obligor under any other Security Document, (4) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility, (5) such assignment, transfer or sublease shall not violate any provision of this Agreement, the Indenture or any other Security Document, (6) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of such space would be subleased by the Lessee (excluding Affiliates of the Lessee), (7) such assignment, transfer or sublease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency and the Trustee that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease, (8) each such assignment, transfer or sublease contains such other provisions as the Agency or the Trustee may reasonably require, and (9) in the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. The Lessee shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least twenty (20) days Premises prior to the date expiration or termination of execution thereof. Any consent by the Agency or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency and the Trustee consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency or the Trustee under the foregoing covenant by the Lessee. If the Facility or any part thereof be sublet or occupied by any Person other than the Lessee, the Agency, in the event of the Lessee's default in the payment of rent may, and is hereby empowered to, and the Lessee hereby grants the Agency an irrevocable power of attorney (coupled with an interest to) collect rent from the undertenant or occupant during the continuance of any such default. In either of such events, the Agency may apply the net amount received by it to the rent herein provided, and no such collection this Lease shall be deemed a waiver holding over by Tenant without Landlord’s consent. If the right to occupy granted by Tenant to any of the covenant herein against assignmentBusiness Related Occupants is evidenced by a written agreement, transfer or sublease Tenant shall deliver a copy of this Agreement, or constitute the acceptance such agreement to Landlord prior to allowing such Business Related Occupant to occupy any portion of the under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the LesseePremises.”

Assignment or Sublease. The Lessee may not at any time Not voluntarily, involuntarily or by operation of law assign or transfer encumber this Agreementlease, in whole or in part, or sublet the whole or any part of the Facility demised premises, or permit any other persons to occupy same without the prior express written consent of the Agency LESSOR, references elsewhere in this lease to assignees, subtenants or other persons notwithstanding. In the event that LESSEE requests permission to either assign this lease, or to sublet the whole or any part of the demised premises, or should this lease be deemed to be assigned as hereinafter provided, then LESSOR shall not unreasonably withhold its consent. In the absence of such consent, no person or entity to whom or to which an assignment has been made or with whom or which a sublease has been entered into shall have any claim, right or remedy whatsoever hereunder, against LESSOR, and LESSOR shall have no duty to recognize any person or entity claiming under or through the Trustee; same. Additionally, each request on the part of LESSEE to assign this lease or sublet the premises shall be accompanied by a processing fee payable to LESSOR in the amount of Two Hundred and no/100 Dollars ($200.00), which fee constitutes reimbursement to LESSOR for its administrative, legal and other overhead costs and expenses incurred in reviewing and/or preparing necessary and related documents and otherwise processing such request. Any assignment or subletting, even with the consent of LESSOR, shall not relieve LESSEE from liability for payment of rent or other sums herein provided furtheror from the obligation to keep and be bound by the terms, that if conditions and covenants of this lease. LESSOR shall also have the Agency and the Trustee right to condition its consent to any assignment or sublease upon the assignee's or sublessee's entry into an agreement with or for the benefit of (and in form and substance satisfactory to) LESSOR, providing for such assignee's or sublessee's assumption of all of the LESSEE'S obligations under this lease. The acceptance of rent from any other persons shall not be deemed to be a waiver of any of the provisions of this lease or to be a consent to the assignment of this lease or subletting of the demised premises. In the event LESSEE shall sublet the demised premises for a rental in excess of the rental hereunder payable by LESSEE, the full amount of such excess rental shall be automatically due and payable by LESSEE to LESSOR as additional rent under this lease. Notwithstanding anything in this Lease to the contrary, LESSEE shall have the right, on one occasion only during the lease term, and upon thirty (30) days' prior written notice to LESSOR, together with sufficient documentation which verifies that all of the requirements set forth hereunder have been fulfilled and the conditions have been met, to (a) assign and transfer this Lease to another entity to which LESSEE has sold all of its assets, or (b) to merge or consolidate with another entity with the result that the merged or consolidated entity shall have all of the assets of LESSEE, provided that (i) LESSEE shall not at the time of such assignment be in default under any of the terms, covenants and conditions of this Lease, (ii) such assignee or merged entity shall have a net worth equal to or greater than the net worth of LESSEE as of the date of this Lease or as of the date immediately preceding such assignment, transfer or sublettingwhichever of such net worth amounts shall be greater (and, in the event of an assignee other than a merged entity, such assignee shall be required to satisfy such net worth test both immediately before and after the date of assignment), (1iii) the Lessee such assignee or merged entity shall nevertheless agree in writing to perform all of LESSEE'S unperformed and remaining terms, covenants and conditions of this Lease, (iv) LESSEE shall at all times remain liable to the Agency primarily obligated for the payment of all rent and for the full performance of all of the terms, covenants and conditions of this Agreement Lease, and (v) such assignee or merged entity shall have substantial and proven experience in the successful operation of any other Security Document the type of business set forth in the permitted uses described above, or such assignee or merged entity shall (for the lease term) retain substantially the same management personnel as employed by LESSEE immediately prior to which it such assignment and transfer, and the experience of such assignee or merged entity or proof reasonably satisfactory to LESSOR that substantially the same management personnel has been retained shall be documented to LESSOR. Subject to the foregoing conditions, a party, (2) any assignee or transferee permitted assignment and transfer may also be implemented by means of the Lessee in whole a transfer of the Facility shall have assumed in writing and have agreed to keep and perform all of LESSEE'S voting capital stock, provided that the terms purchaser of this Agreement on the part of the Lessee to be kept and performed, such voting capital stock shall be jointly and severally liable with the Lessee for guarantee the performance thereof, shall be subject to service of process in the State, and shall be qualified to do business in the State, (3) in the Opinion of Counsel, such assignment, transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all rents nor for the full performance by LESSEE of all of the terms, covenants and conditions of this Agreement Lease and shall provide to LESSOR, prior to the effective date of such purchase, an executed guaranty in the form required by LESSOR; provided, however, that such guaranty shall not be required in the event that such purchaser shall have a net worth at least equal to the net worth of LESSEE as of the date of this Lease or as of any other Security Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any obligor under any other Security Document, (4) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility, (5) date immediately preceding such assignment, transfer or sublease shall not violate any provision of this Agreement, the Indenture or any other Security Document, (6) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) whichever of such space would net worth amounts shall be subleased by the Lessee greater (excluding Affiliates of the Lessee), (7) such assignment, transfer or sublease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency and the Trustee provided that such insurance coverage shall in no manner be limited by reason purchaser must satisfy such net worth test both immediately before and after the date of such assignment, transfer or sublease, (8) each such assignment, transfer or sublease contains such other provisions as the Agency or the Trustee may reasonably require, and (9) in the opinion purchase of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposesLESSEE'S voting capital stock). The Lessee shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least Within twenty (20) days prior to the effective date of execution thereofany such assignment or transfer, LESSEE shall provide LESSOR with all documents and evidence necessary for LESSOR to determine that the foregoing terms and conditions have been or will be met and satisfied; and provided such conditions are met and satisfied, LESSEE shall have the right to proceed with such merger, consolidation or assignment. Any consent by Also, within twenty (20) days after the Agency effective date of any such assignment or transfer, LESSEE shall provide LESSOR with a copy of the Trustee to any act of assignmentfully-executed and dated merger, transfer or sublease shall be held to apply only to the specific transaction thereby authorizedconsolidation and/or assignment documents. Such LESSOR'S prior consent shall not be construed required for any "going public" transaction by LESSEE or transfers of LESSEE'S stock by operation of law due to the death or incapacity of any shareholder or in connection with any disposition to a family trust or other estate-planning vehicle by any such shareholder. If LESSEE is a corporation (other than one whose stock is traded on a national stock exchange), then any transfer of this lease from LESSEE by merger, consolidation or liquidation, or any change in ownership or power to vote of a majority of its outstanding voting stock from the owners of such stock or those controlling the power to vote of such stock as a waiver of the duty date of this lease shall constitute an assignment for the purpose of this lease. An assignment for the benefit of creditors or by operation of law shall not be effective to transfer any rights to the assignee without the express written consent of the LesseeLESSOR having been obtained. Notwithstanding any provision above or in this lease to the contrary, before LESSEE may negotiate with any other person or party for the successors assignment of this lease or assigns subletting of all or part of said premises, LESSEE must first notify LESSOR if it's desire to do so and offer to relinquish its lease and lease rights in and to said premises, and to surrender same, to the LESSOR; and upon receipt of such notice from LESSEE, LESSOR shall have the right and option, upon notice to LESSEE, to terminate this lease and to recapture for its own use and benefit the demised premises; and LESSEE hereby agrees that if LESSOR exercises such right of termination and recapture, this lease shall terminate and become absolutely null and void upon not less than thirty (30) or more than sixty (60) days after that date of LESSOR'S notice of termination to LESSEE. Upon such termination, LESSEE shall surrender the premises and all leasehold improvements to the LESSOR, and all accounts and interest of the Lessee, parties shall be settled to obtain the effective date of termination. LESSEE further understands and agrees that LESSOR'S right and option to terminate this lease and recapture the premises shall be separate and distinct from the Agency and the Trustee its right hereunder to consent or withhold consent to any other or subsequent assignment, transfer proposed assignment or sublease, or as modifying or limiting the rights of the Agency or the Trustee under the foregoing covenant by the Lessee. If the Facility or any part thereof be sublet or occupied by any Person other than the Lessee, the Agency, in the event of the Lessee's default in the payment of rent may, and is hereby empowered to, and the Lessee hereby grants the Agency an irrevocable power of attorney (coupled with an interest to) collect rent from the undertenant or occupant during the continuance of any such default. In either of such events, the Agency may apply the net amount received by it to the rent herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee.

Assignment or Sublease. The Lessee may not (a) Except as otherwise expressly permitted herein, none of the Lessees shall at any time assign or transfer this Agreement, or sublet the whole all or any part substantially all of the Facility Realty without in each case the prior written consent of the Agency and (which consent may be unreasonably withheld); provided, that, in the Trustee; provided further, that if event the Agency and the Trustee consent to any shall provide such assignment, transfer or sublettingconsent, (1i) the Lessee Lessees shall nevertheless remain liable to the Agency for the payment of all rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Security Document or Project Document to which it they shall be a party, (2ii) any assignee or transferee of any of the Lessee in whole Lessees, or sublessee of all or substantially all of the Facility Realty, shall have executed and delivered to the Agency and the Trustee an instrument, in form for recording, in and by which the assignee, transferee or sublessee shall have assumed in writing and have agreed to keep and perform all of the terms of this Agreement (and of each other Project Document or Security Document to which the Lessees shall be a party) on the part of the Lessee Lessees to be kept and performed, shall be jointly and severally liable with the Lessee Lessees for the performance thereof, shall be subject to service of process in the State, and and, if a corporation, shall be qualified to do business in the State, (3iii) in the Opinion of Counsel, such assignment, assignment or transfer or sublease shall not legally impair in any respect cause the obligations of the Lessee Lessees for the payment of all rents nor for the full performance of all of the terms, covenants and conditions of this Agreement Agreement, or of any other Security Document or Project Document to which the Lessee Lessees shall be a party, nor impair or limit in any respect to cease to be legal, valid and binding on and enforceable against the obligations of any obligor under any other Security DocumentLessees, (4iv) any assignee, transferee or sublessee shall utilize the Facility Realty as an Approved Facilitya qualified "project" as defined in the Act and for the general purposes specified in the recitals to this Agreement, (5v) such assignment, assignment or transfer or sublease shall not violate any provision of this Agreement, the Indenture or any other Security Document or Project Document, (6) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of such space would be subleased by the Lessee (excluding Affiliates of the Lessee), (7vi) such assignment, assignment or transfer or sublease shall in no way diminish or impair the Lessee's Lessees' obligation to carry the insurance required under Section 4.5 4.4 of this Agreement and the Lessee Lessees shall furnish written evidence satisfactory to the Agency and the Trustee that such insurance coverage shall in no manner be limited by reason of such assignmentassignment or transfer, transfer or sublease, and (8) vii) each such assignment, transfer or sublease contains such other provisions as the Agency or the Trustee may reasonably require, and require (9notice of which the Agency or the Trustee shall provide to the Lessees within twenty (20) in days following the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income request for Federal income tax purposestheir consent). The Lessee Lessees shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least twenty fifteen (2015) days prior to the date of execution thereof. Any consent by the Agency or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency and the Trustee consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency or the Trustee under the foregoing covenant by the Lessee. If the Facility or any part thereof be sublet or occupied by any Person other than the Lessee, the Agency, in the event of the Lessee's default in the payment of rent may, and is hereby empowered to, and the Lessee hereby grants the Agency an irrevocable power of attorney (coupled with an interest to) collect rent from the undertenant or occupant during the continuance of any such default. In either of such events, the Agency may apply the net amount received by it to the rent herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee.

Assignment or Sublease. The Lessee may Except as expressly provided below, Tenant will not at any time assign or transfer this Agreement, Lease or sublet the whole or any part of the Facility without the prior written consent of the Agency Premises (each, a “Transfer” and the Trustee; provided further, that if the Agency and the Trustee consent to any such assignment, transfer or subletting, (1) the Lessee shall nevertheless remain liable to the Agency for the payment of all rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Security Document to which it shall be a party, (2) any assignee or transferee sublessee, a “Transferee”) without Owner’s consent. Tenant may Transfer this Lease without Owner’s consent in the case of the Lessee in whole (each, a “Permitted Transfer”): (a) a merger or consolidation; (b) a sale of the Facility shall have assumed in writing and have agreed to keep and perform substantially all of Tenant’s company assets or similar transfers involving Tenant’s entire business enterprise, provided the terms sale or transfer is made to a bona fide third party and is not primarily intended to avoid the foregoing restriction on Transfers; or (c) a Transfer to a parent, subsidiary or affiliate of this Agreement on Tenant, provided that in all events the part of the Lessee to existing “Tenant” will not be kept released from liability hereunder and performedwill remain primarily, shall be jointly and severally liable with the Lessee Transferee for the performance thereof, shall be subject to service of process in the State, and shall be qualified to do business in the State, (3) in the Opinion of Counsel, such assignment, transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all rents nor for the full performance of all of the terms, covenants and conditions of this Agreement or Tenant hereunder. Tenant will notify Owner in writing of any other Security Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any obligor under any other Security Document, (4) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility, (5) such assignment, transfer or sublease shall not violate any provision of this Agreement, the Indenture or any other Security Document, (6) with respect to any subletting in part, the term of each such sublease does not exceed Permitted Transfer within five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of such space would be subleased by the Lessee (excluding Affiliates business days of the Lessee), (7) such assignment, transfer or sublease shall transaction. To assist Owner in no way diminish or impair the Lessee's obligation determining whether to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency and the Trustee that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease, (8) each such assignment, transfer or sublease contains such other provisions as the Agency or the Trustee may reasonably require, and (9) in the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. The Lessee shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least twenty (20) days prior to the date of execution thereof. Any consent by the Agency or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency and the Trustee consent to any proposed Transfer (other or subsequent assignmentthan a Permitted Transfer), transfer or subleaseTenant will submit the following to Owner as well as any other information reasonably requested by Owner, or as modifying or limiting (i) the rights name and legal entity of the Agency or Transferee; (ii) a description of the Trustee under proposed use of the foregoing covenant Premises by the Lessee. If Transferee, provided the Facility or description will not imply that any part thereof be sublet or occupied by any Person other than change of use is allowed; (iii) the Lessee, the Agency, in the event terms of the Lessee's default in the payment of rent mayproposed Transfer; (iv) current financial statements, most recent federal income tax return, and is hereby empowered to, operating history of the proposed Transferee; (v) the operation and management history of the Lessee hereby grants proposed Transferee and individuals responsible for operating and managing the Agency an irrevocable power of attorney business on the Premises; and (coupled with an interest tov) collect rent from the undertenant or occupant during the continuance of any such defaultproposed Transfer documents. In either of such all events, the Agency may apply existing “Tenant” will not be released from liability hereunder and will remain primarily, jointly and severally liable with the net amount received by it to Transferee for the rent herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on obligations of Tenant hereunder, unless the part existing “Tenant” is expressly released from the obligations in a written instrument executed by Owner. A transfer of the Lesseestock or change of control of Tenant will not be considered a Transfer.

Assignment or Sublease. The Lessee may not at any time assign 12.1 Tenant shall not, directly or transfer this Agreementindirectly, or sublet the whole or any part of the Facility without the prior written consent of Landlord (which consent shall not be unreasonably withheld), assign this Lease or any interest herein or sublease the Agency Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant; provided, however, Landlord's withholding of consent shall be conclusively presumed reasonable if: (a) the financial condition of the proposed transferee is not suitable to perform the obligations being assumed by it hereunder; or (b) the proposed use of the Premises (i) is not permitted hereunder or under any Legal Requirements, or (ii) is other than office use (except in the case of a sublease of the portions of the Premises to be used for an employee cafeteria and child care center to the Trustee; provided furtheroperators of those facilities). This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. Any of the foregoing acts without such prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that if entitles Landlord to terminate this Lease. Notwithstanding the Agency and the Trustee consent foregoing, Landlord hereby consents to any such assignmentsublease or assignment to any direct or indirect wholly-owned subsidiary of either Tenant or ICG Communications, transfer Inc., a Delaware corporation or sublettingto any surviving corporation resulting from a merger with Tenant, (1) or to any corporation as part of the Lessee shall nevertheless remain liable to the Agency for the payment acquisition of all rent and for the full performance of or substantially all of the termsassets and business of Tenant (collectively, covenants a "Corporate Successor"), provided such sublease or assignment otherwise complies with this Article 12, and conditions provided further that Landlord does not approve any such sublease or assignment in connection with a merger or acquisition if the net worth or creditworthiness of this Agreement and such subtenant or assignee is, in Landlord's reasonable judgment, less than that of Tenant prior to such merger or acquisition transaction. Tenant agrees that the instrument by which any other Security Document assignment or sublease to which it Landlord consents is accomplished shall be a party, (2) any expressly provide that the assignee or transferee of the Lessee in whole of the Facility shall have assumed in writing and have agreed to keep and subtenant will perform all of the terms covenants to be performed by Tenant under this Lease (in the case of this Agreement on a sublease, only insofar as such covenants relate to the part portion of the Lessee Premises subject to be kept such sublease) as and performed, when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be jointly and severally void. Tenant shall in all cases remain liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and shall be qualified to do business in the State, (3) in the Opinion of Counsel, such assignment, transfer by any assignee or sublease shall not legally impair in any respect the obligations of the Lessee for the payment subtenant of all rents nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Security Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any obligor under any other Security Document, (4) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility, (5) such assignment, transfer or sublease shall not violate any provision of this Agreement, the Indenture or any other Security Document, (6) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of such space would be subleased by the Lessee (excluding Affiliates of the Lessee), (7) such assignment, transfer or sublease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency and the Trustee that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease, (8) each such assignment, transfer or sublease contains such other provisions as the Agency or the Trustee may reasonably require, and (9) in the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. The Lessee shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least twenty (20) days prior to the date of execution thereof. Any consent by the Agency or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency and the Trustee consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency or the Trustee under the foregoing covenant by the Lessee. If the Facility or any part thereof be sublet or occupied by any Person other than the Lessee, the Agency, in the event of the Lessee's default in the payment of rent may, and is hereby empowered to, and the Lessee hereby grants the Agency an irrevocable power of attorney (coupled with an interest to) collect rent from the undertenant or occupant during the continuance of any such default. In either of such events, the Agency may apply the net amount received by it to the rent herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lesseecovenants.

Assignment or Sublease. The Lessee may (a) Except as expressly provided in this Section 5.6(a) below, Tenant shall not at any time assign voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer this Agreement, or encumber (collectively “Transfer”) or sublet the whole all or any part of Tenant’s interest in this Lease or in the Facility Leased Premises without the Landlord’s prior written consent of the Agency given under and the Trustee; provided further, that if the Agency and the Trustee consent subject to any such assignment, transfer or subletting, (1) the Lessee shall nevertheless remain liable to the Agency for the payment of all rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Security Document to which it shall be a party, (2) any assignee or transferee of the Lessee in whole of the Facility shall have assumed in writing and have agreed to keep and perform all of the terms of this Agreement on Section 5.6. Notwithstanding anything to the part contrary in this Lease, Tenant may, without Landlord’s prior written consent and without constituting an assignment or sublease hereunder, sublet the Premises or assign this Lease to (a) an entity controlling, controlled by or under common control with Tenant, (b) an entity related to Tenant by merger, consolidation or reorganization, or (c) a purchaser of substantially all of Tenant’s assets (each, a “Permitted Transferee”); provided that: (i) at least thirty (30) days prior to such assignment or sublease, Tenant delivers to Landlord a reasonably detailed description of the Lessee to be kept Permitted Transferee and performed, shall be jointly the financial statements and severally liable with other financial and background information of the Lessee for the performance thereof, shall be subject to service of process in the State, and shall be qualified to do business in the State, Permitted Transferee; (3ii) in the Opinion case of Counsel, such an assignment, transfer or sublease shall not legally impair the Permitted Transferee assumes, in any respect full, the obligations of Tenant under this Lease (or in the Lessee for case of a sublease, the payment sublessee of all rents nor for the full performance of all a portion of the termsPremises or Term assumes, covenants and conditions of this Agreement or of any other Security Document to which the Lessee shall be a partyin full, nor impair or limit in any respect the obligations of any obligor Tenant with respect to such portion) pursuant to an assignment and assumption agreement (or a sublease, as applicable) reasonably acceptable to Landlord, a fully executed copy of which is delivered to Landlord within thirty (30) days following the effective date of such assignment or subletting; (iii) Tenant remains fully liable under any other Security Document, this Lease; (4iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility, use of the Premises is pursuant to Section 1.16 of this Lease; (5v) such assignment, transfer or sublease shall transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Section 5.6 and will not violate any provision of this Agreement, the Indenture or any other Security Document, exclusive use covenant to which Landlord is bound; (6vi) with respect to any a subletting in partonly, the term of each Tenant and such Permitted Transferee execute Landlord’s standard consent to sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of such space would be subleased by the Lessee (excluding Affiliates of the Lessee), (7) such assignment, transfer or sublease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency and the Trustee that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease, (8) each such assignment, transfer or sublease contains such other provisions as the Agency or the Trustee may reasonably require, form; and (9vii) Tenant is not in the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. The Lessee shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least twenty (20) days prior to the date of execution thereof. Any consent by the Agency or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency and the Trustee consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency or the Trustee default under the foregoing covenant by the Lessee. If the Facility or any part thereof be sublet or occupied by any Person other than the Lessee, the Agency, in the event of the Lessee's default in the payment of rent may, and is hereby empowered to, and the Lessee hereby grants the Agency an irrevocable power of attorney (coupled with an interest to) collect rent from the undertenant or occupant during the continuance of any such default. In either of such events, the Agency may apply the net amount received by it to the rent herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the LesseeLease.

Assignment or Sublease. The Lessee A. Consent by Landlord: Except as specifically provided in Section 18.E below, Tenant may not at any time assign voluntarily, involuntarily or by operation of law, assign, sell or otherwise transfer this Agreement, or sublet the whole all or any part of Tenant’s interest in this Lease or in the Facility Premises, cause or permit any part of the Premises to be sublet, occupied or used by anyone other than Tenant, or permit any person to succeed to any interest in this Lease or the Premises (all of the foregoing being a “Transfer”) without the prior express written consent of Landlord. In the Agency event Tenant desires to effectuate a Transfer, Tenant shall deliver to Landlord (i) executed counterparts of any agreement and of all ancillary agreements with the proposed transferee, (ii) current financial statements of the transferee covering the preceding three (3) years if available, (iii) the nature of the proposed transferee’s business to be carried on in the Premises, (iv) a statement outlining all consideration to be given on account of the Transfer, and (v) a current financial statement of Tenant unless publicly available. Landlord may condition its approval of any Transfer on receipt of a certification from both Tenant and the Trustee; provided furtherproposed transferee of all consideration to be paid to Tenant in connection with such Transfer. At Landlord’s request, Tenant shall also provide additional information reasonably required by Landlord to determine whether it will consent to the proposed Transfer. Landlord shall have a fifteen (15) day period following receipt of all the foregoing within which to notify Tenant in writing that Landlord elects to: (i) terminate this Lease as to the portion of the Premises proposed to be transferred (other than with respect to a Permitted Transfer), if the Agency portion of the Premises proposed for Transfer, together with any portion of the affected floor within the Building then subject to another Transfer, is for more than seventy five percent (75%) (cumulatively, for the proposed Transfer and all other Transfers then in effect with respect to such floor) of the Trustee rentable square footage of such floor, or the Transfer then under consideration is for more than seventy five percent (75%) of the remaining Lease Term (not taking into account Option Terms which have not yet commenced); (ii) permit Tenant to Transfer such space to the named transferee on the terms and conditions set forth in the notice; or (iii) refuse consent. If Landlord should fail to notify Tenant in writing of such election within the 15-day period described in the immediately prior sentence, Landlord shall be deemed to have elected option (iii) above. In the event Landlord elects option (i) above, this Lease shall expire with respect to such part of the Premises on the date upon which the proposed Transfer was to commence, and from such date forward, Base Monthly Rent shall be adjusted based on the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises before exercise of Landlord’s election to terminate, and Tenant’s Allocable Share of all other costs and charges shall be adjusted in accordance with Section 9.E based upon the remaining rentable area of the Premises. In the event Landlord does not elect option (i) above, Landlord’s consent to any the proposed Transfer shall not be unreasonably withheld, conditioned or delayed, provided and upon the condition that: (i) the proposed transferee is engaged in a business that is limited to the use expressly permitted under this Lease; (ii) the proposed transferee is a company with sufficient financial worth and management ability to undertake the financial obligation of this Lease in the case of an assignment (or in the case of a Transfer of less than all of Tenant’s interest in this Lease or a sublease, the financial obligations under such Transfer) and Landlord has been furnished with reasonable proof thereof; (iii) the proposed transfer agreement, if it is a sublease, conforms to the requirements of Section 18.I below or if it is an assignment, transfer is in a form reasonably satisfactory to Landlord; (iv) the proposed Transfer will not result in there being greater than two (2) subtenants or sublettingother occupants (not including employees) within the Premises at any time during the Lease Term; and (v) Tenant reimburses Landlord on demand for all costs that may be incurred by Landlord in connection with said Transfer, including the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting or denial of any requested consent, not to exceed Two Thousand Five Hundred Dollars ($2,500) per Transfer request. Tenant shall not hypothecate, mortgage, pledge or otherwise encumber Tenant’s interest in this Lease or the Premises or otherwise use the Lease as a security device in any manner without the consent of Landlord, (1) the Lessee shall nevertheless remain liable to the Agency for the payment of all rent and for the full performance of all of the termsforegoing being an “Hypothecation”) which consent Landlord may withhold in its sole and absolute discretion. Tenant shall reimburse Landlord on demand for all costs that may be incurred by Landlord in connection with an Hypothecation, covenants and conditions of this Agreement and including legal costs incurred in connection with the granting or denial of any requested consent, not to exceed Two Thousand Five Hundred Dollars ($2,500) per Hypothecation request. Landlord’s consent to one or more Transfers or Hypothecations shall not operate to waive Tenant’s obligation to obtain Landlord’s consent to other Security Document Transfers or Hypothecations nor constitute consent to which it shall be an assignment or other Transfer following foreclosure of any permitted lien, mortgage or other encumbrance. If Tenant is a partycorporation, limited liability company, unincorporated association, partnership or other legal entity, the sale, assignment, cancellation, surrender, exchange, conversion or any other transfer or hypothecation of any stock, membership or other ownership interest in such entity (2) any assignee whether occurring at one time or transferee over a period of the Lessee in whole of the Facility shall have assumed in writing and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and shall be qualified to do business in the State, (3time) in the Opinion aggregate of Counselmore than fifty percent (50%) (determined cumulatively) shall be deemed an assignment of this Lease; in the case of a partnership, such assignment, transfer any withdrawal or sublease shall not legally impair in substitution (whether occurring at one time or over a period of time) of any respect the obligations partners owning fifty percent (50%) or more (cumulatively) of the Lessee for the payment of all rents nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Security Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any obligor under any other Security Document, (4) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility, (5) such assignment, transfer or sublease shall not violate any provision of this Agreement, the Indenture or any other Security Document, (6) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of such space would be subleased by the Lessee (excluding Affiliates of the Lessee), (7) such assignment, transfer or sublease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency and the Trustee that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease, (8) each such assignment, transfer or sublease contains such other provisions as the Agency or the Trustee may reasonably require, and (9) in the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. The Lessee shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least twenty (20) days prior to the date of execution thereof. Any consent by the Agency or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lesseepartnership, or the successors or assigns dissolution of the Lesseepartnership shall be deemed an assignment of this Lease; provided that, subject to obtain from the Agency and the Trustee consent to any other or subsequent assignmentSection 18.E below, transfer or sublease, or as modifying or limiting the rights of the Agency or the Trustee under the foregoing covenant by provisions of this sentence shall not apply to a transfer of stock in a corporation whose stock is publicly traded on a public stock exchange if the Lesseetransfer of stock is not in connection with a transaction or series of transactions which would result in Tenant no longer being publicly traded on a public stock exchange. If the Facility Tenant is an entity, any sale of all or substantially all of its assets shall be deemed an assignment of this Lease. Subject to Section 18.E below, if Tenant is a corporation whose stock is not publicly traded on a public stock exchange, any part thereof be sublet dissolution, merger, consolidation or occupied by any Person other than the Lessee, the Agency, in the event reorganization of the Lessee's default in the payment of rent may, and is hereby empowered to, and the Lessee hereby grants the Agency an irrevocable power of attorney (coupled with an interest to) collect rent from the undertenant or occupant during the continuance of any such default. In either of such events, the Agency may apply the net amount received by it to the rent herein provided, and no such collection Tenant shall be deemed a waiver of Transfer. Tenant acknowledges and agrees that the covenant herein against assignment, transfer or sublease provision of this Agreement, Section 18 are not unreasonable standards or constitute the acceptance conditions for purposes of the under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee.Section

Assignment or Sublease. The Xxxxxx agrees that it shall not assign this lease or sublease the Leased Premises during the term of this Lease without the express written consent of Lessor, which shall not be unreasonably withheld, conditioned or delayed. Xxxxxx agrees to respond to any request by Xxxxxx to sublet the Leased Premises within ten (10) business days of receiving said request. Lessor shall act in good faith and not unreasonably withhold approval to sublease the Leased Premises or assign this lease to another party. Notwithstanding anything to the contrary contained in this Lease to the contrary, Lessee may not at any time shall have the right to assign or transfer this Agreement, Lease or sublet the whole all or any part of the Facility Leased Premises without the prior written consent of the Agency and the Trustee; provided further, that if the Agency and the Trustee consent Lessor to any such assignment, transfer or subletting, (1) the any entity resulting from a merger or consolidation with Lessee shall nevertheless remain liable to the Agency for the payment of or any organization purchasing all rent and for the full performance of or substantially all of the terms, covenants and conditions of this Agreement and of any other Security Document to which it shall be a partyLessee's assets, (2) any assignee entity succeeding to all or transferee substantially all the business and assets of the Lessee in whole of the Facility shall have assumed in writing and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and shall be qualified to do business in the StateLessee, (3) in the Opinion any subsidiary, affiliate or parent of Counsel, such assignment, transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all rents nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Security Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any obligor under any other Security DocumentLessee, (4) any assigneeentity controlling, transferee controlled by or sublessee shall utilize the Facility as an Approved Facilityunder common control with Lessee, or (5) any entity resulting from the reorganization of Lessee outside of a bankruptcy reorganization. In such assignmentevent, Lessee shall notify Lessor of such transfer or sublease shall not violate any provision within thirty (30) business days after such transfer. For purposes of this AgreementLease "control" shall mean the possession, direct or indirect, of the Indenture power to direct or any other Security Documentcause the direction of the management and policies of an entity, (6) with respect to any subletting in partwhether through the ownership of voting securities, the term of each such sublease does not exceed five (5) years and at any given dateby contract, no more than an aggregate of twenty or otherwise. Xxxxxx agrees that ten percent (2010%) of such space would be subleased by the Lessee (excluding Affiliates any rent received as part of a sublease of the Lessee), (7) such assignment, transfer or sublease Leased Premises above the rent amount for this Lease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory be paid over to the Agency and the Trustee that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease, (8) each such assignment, transfer or sublease contains such other provisions as the Agency or the Trustee may reasonably require, and (9) in the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. The Lessee shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least twenty (20) days prior to the date of execution thereof. Any consent by the Agency or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency and the Trustee consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency or the Trustee under the foregoing covenant by the Lessee. If the Facility or any part thereof be sublet or occupied by any Person other than the Lessee, the Agency, in the event of the Lessee's default in the payment of rent may, and is hereby empowered to, and the Lessee hereby grants the Agency an irrevocable power of attorney (coupled with an interest to) collect rent from the undertenant or occupant during the continuance of any such default. In either of such events, the Agency may apply the net amount received by it to the rent herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the LesseeLessor.

Assignment or Sublease. The Lessee may agrees that it shall not at assign this lease or sublease the Leased Premises during the term of this Lease without the express written consent of Lessor, which shall not be unreasonably withheld, conditioned or delayed. Lessor agrees to respond to any time request by Lessee to sublet the Leased Premises within thirty (30) days of receiving said request. Lessor shall act in good faith and not unreasonably withhold approval to sublease the Leased Premises or assign or transfer this Agreementlease to another party. Notwithstanding anything to the contrary contained in this Lease to the contrary, Lessee shall have the right to assign this Lease or sublet the whole all or any part of the Facility Leased Premises without the prior written consent of the Agency and the Trustee; provided further, that if the Agency and the Trustee consent Lessor to any such assignment, transfer or subletting, (1) the any entity resulting from a merger or consolidation with Lessee shall nevertheless remain liable to the Agency for the payment of or any organization purchasing all rent and for the full performance of or substantially all of the terms, covenants and conditions of this Agreement and of any other Security Document to which it shall be a partyLessee’s assets, (2) any assignee entity succeeding to all or transferee substantially all the business and assets of the Lessee in whole of the Facility shall have assumed in writing and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and shall be qualified to do business in the StateLessee, (3) in the Opinion any subsidiary, affiliate or parent of Counsel, such assignment, transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all rents nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Security Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any obligor under any other Security DocumentLessee, (4) any assigneeentity controlling, transferee controlled by or sublessee shall utilize the Facility as an Approved Facilityunder common control with Lessee, or (5) any entity resulting from the reorganization of Lessee outside of a bankruptcy reorganization. In such assignmentevent, Lessee shall notify Lessor of such transfer or sublease shall not violate any provision within fifteen (15) days after such transfer. For purposes of this AgreementLease “control” shall mean the possession, direct or indirect, of the Indenture power to direct or any other Security Documentcause the direction of the management and policies of an entity, (6) with respect to any subletting in partwhether through the ownership of voting securities, the term of each such sublease does not exceed five (5) years and at any given dateby contract, no more than an aggregate of twenty or otherwise. Lessee agrees that ten percent (2010%) of such space would be subleased by the Lessee (excluding Affiliates any rent received as part of a sublease of the Lessee), (7) such assignment, transfer or sublease Leased Premises above the rent amount for this Lease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory be paid over to the Agency and the Trustee that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease, (8) each such assignment, transfer or sublease contains such other provisions as the Agency or the Trustee may reasonably require, and (9) in the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. The Lessee shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least twenty (20) days prior to the date of execution thereof. Any consent by the Agency or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency and the Trustee consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency or the Trustee under the foregoing covenant by the Lessee. If the Facility or any part thereof be sublet or occupied by any Person other than the Lessee, the Agency, in the event of the Lessee's default in the payment of rent may, and is hereby empowered to, and the Lessee hereby grants the Agency an irrevocable power of attorney (coupled with an interest to) collect rent from the undertenant or occupant during the continuance of any such default. In either of such events, the Agency may apply the net amount received by it to the rent herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the LesseeLessor.