Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. The LESSEE shall not assign, sublet or license the Leased Premises (all of the foregoing actions are so referred to as an “Assignment”), without first obtaining the LESSOR’S prior written consent; which consent may be withheld. If LESSOR consents to any Assignment then LESSEE shall remain directly and primarily obligated to LESSOR for the payment of all Rent, Additional Rent and for the full performance of all of the terms, obligations, covenants and conditions of this Lease until the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver of the provisions herein contained, or the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignment.

Assignment Subleasing. The LESSEE shall TENANT agrees not to sell, assign, mortgage, pledge, franchise or in any manner transfer this Lease or any estate of interest thereunder and not to sublet or license the Leased Premises (all or any part or parts thereof and not to permit any licensee or concessionaire therein without the previous written consent of the foregoing actions are so referred LANDLORD in each instance first obtained. Notwithstanding the above, TENANT may sublet all or a portion of the Premises provided that (i) the terms of such sublease agreement and the identity of such sublessee shall be approved in advance by LANDLORD (such approval not to be unreasonably withheld, conditioned , or delayed) and (ii) LANDLORD shall be entitled to receive any rent or payments received by TENANT on account of such sublease which is, on a square foot basis, in excess of the rent paid by TENANT to LANDLORD on a square foot basis hereunder. Consent by LANDLORD to one assignment of this Lease or to one subletting, sale, mortgage, pledge or other transfer including licensing or the grant of a concession shall not be a waiver of LANDLORD'S right under this Article as an “Assignment”), without first obtaining the LESSOR’S prior written consent; which consent may be withheld. If LESSOR consents to any Assignment then LESSEE subsequent similar action. Notwithstanding any assignment or subletting, TENANT shall remain directly fully liable on this Lease and primarily obligated to LESSOR for the payment of all Rent, Additional Rent and for the full performance of all shall not be released from performing any of the terms, obligations, covenants and conditions of this Lease until the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligationsLease. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE This prohibition includes any subletting or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party assignment which would be otherwise occur by operation of such typelaw. In connection with any request by TENANT to assign or sublet this Lease, character TENANT shall pay to LANDLORD, upon demand, any and all legal fees incurred by LANDLORD related to said request or condition as the proposed assignment. LANDLORD'S rights to be inappropriate as a lessee for a first class office/industrial/warehouse buildingassign this Lease are and shall remain unqualified. LESSEE shall not offer to make or make an Assignment of Upon any portion sale of the Leased Premises unless Rent owedand provided the purchaser assumes all obligations under this Lease, whether fixed LANDLORD shall thereupon be entirely freed of all obligations of the LANDLORD hereunder and shall not be subject to any liability resulting from any act or additionalomission or event occurring after such conveyance. LANDLORD shall give TENANT notice of any transfer or assignment of this Lease. Upon the sale or other transfer of LANDLORD'S interest in this Lease, TENANT agrees to recognize and attorn to such transferee as LANDLORD, and all obligations due hereunder have been paid TENANT further agrees to execute and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include deliver a copy of the proposed recordable instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver of setting forth the provisions herein contained, or the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignmentthis paragraph.

Assignment Subleasing. The LESSEE Lessee shall not assign, sublet sublet, underlet, mortgage, pledge or license the Leased Premises encumber (all of the foregoing actions are so collectively referred to as an “Assignment”), "Transfer") this lease without first obtaining the LESSOR’S Lessor's prior written consent; , which consent may shall not be unreasonably withheld. If LESSOR consents Lessor's refusal to consent to a Transfer for any Assignment then LESSEE use or purpose other than specifically stated in Paragraph 8 herein shall not be deemed to be an unreasonable withholding of consent. In the event the Lessee desires to Transfer this lease to a proposed Transferee to whom Lessor is required to give its reasonable consent pursuant to the foregoing paragraph, Lessor shall have the option of either (1) allowing Lessee to transfer this lease, in which case Lessee shall remain directly and primarily obligated to LESSOR for the payment of liable upon all Rent, Additional Rent and for the full performance of all of the terms, obligationsconditions and covenants hereof, covenants will deliver to Lessor an instrument executed by the Transferee binding the same to the terms and conditions provisions of this Lease until lease and will pay to Lessor the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into amount by which the LESSEE is merged sum of rent, additional rent due to taxes and all other money or consideration it received from a Transferee exceeds the sum of all monetary obligations which Lessee owes to an entity which acquires all or substantially all of Lessor for the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be period of such typeTransfer, character or condition as (2) terminating this lease and relieving Lessee of all its future obligations hereunder provided that upon receipt of written notice from Lessor of Lessee's intention to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of terminate the Leased Premises unless Rent owedlease, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S Lessee may withdraw its request for consent to an Assignment in writing within one week of receipt of such termination notice, in which event this lease shall continue in full force and effect without any transfer of the same. In the event of such termination, Lessee shall be delivered to LESSOR thirty (30) days prior to relieved of all future obligations hereunder as of the date of termination. In the Assignment and said request event the lease is terminated, as hereinafter provided, Lessor shall include be free to enter into a copy of new lease with the proposed instrument new tenant or anyone else on whatever terms and conditions it chooses. Consent by Lessor, whether express or implied, to any Transfer shall not constitute a waiver of AssignmentLessor's right to prohibit any subsequent Transfer, if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE nor shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall consent be deemed a waiver of the provisions herein containedLessor's right to terminate this lease upon any subsequent Transfer. Moreover, or the Lessor's acceptance of the Assignee any name for listing on any Building directory will not be deemed, nor will it substitute for Lessor's consent, as a LESSEErequired herein, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignmentsublease, assignment or other occupancy of the Premises.

Assignment Subleasing. The LESSEE Tenant shall not assignassign this Lease, or sublet the whole or license the Leased Premises (all any part of the foregoing actions are so referred to as an “Assignment”)demised premises, without first obtaining the LESSOR’S Landlord's prior written consent; , which consent may shall not be withheldunreasonably withheld or delayed. If LESSOR consents to Notwithstanding any Assignment then LESSEE permitted assignment, or subletting, Tenant shall remain directly fully and primarily obligated liable to LESSOR Landlord for the payment of all Rentrent and all other charges, Additional Rent and for the full performance of all of the terms, obligations, covenants and conditions of this Lease until the lease expires unless LESSOR agrees Lease, notwithstanding any recognition (by acceptance of rent or otherwise), or indulgence or waiver at any time granted by Landlord to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required Tenant or any assignee, or sublease; and Tenant, in the case of an Assignment assignment, shall be deemed to a parenthave waived all defenses otherwise available to Tenant, subsidiary, other corporation affiliated with the LESSEE as guarantor or surety. As an alternative to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment consenting to any party which would be of such typeproposed sublease, character or condition as assignment, Landlord may elect, by notice to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owedTenant, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty within fifteen (3015) days prior to the date after receipt of the Assignment and said request shall include notice from Tenant, accompanied by a copy of the proposed instrument of Assignment, if availablesublease, or else assignment, and a copy of the most recent financial statement for the proposed assignee, or sublease, to terminate this Lease for the period of the proposed Assignment in form satisfactory sublease, if a sublease; or for the period of this Lease, of an assignment; and make a direct lease with the proposed assignee, or sublease, for Landlord's own account, but only as to LESSORthe premises which Tenant proposed to sublet, if Tenant proposed a sublease of less than all of the demised premises. LESSEE In this event, Tenant shall pay have no obligation for rent or other charges which accrue after the date of termination of this Lease, and thereupon, Tenant shall be released from such obligations, but shall continue to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees be liable for rent and other expenses incurred per proposed Assignmentobligations which accrue prior to termination, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver pro rated as of the provisions herein contained, or the acceptance date of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignmenttermination.

Assignment Subleasing. The LESSEE shall not assign, sublet sublet, underlet, mortgage, pledge or license the Leased Premises encumber (all of the foregoing actions are so collectively referred to as an “AssignmentTransfer”), ) this lease without first obtaining the LESSOR’S prior written consent; , which consent may shall not be withheldunreasonably withheld or delayed. If LESSOR’S refusal to consent to a Transfer for any use or purpose other than specifically stated in Paragraph 10 herein shall not be deemed to be an unreasonable withholding of consent. In the event the LESSEE desires to Transfer this lease to a proposed new lessee to whom LESSOR consents is required to any Assignment then give its reasonable consent pursuant to the foregoing paragraph, LESSOR shall have the option of either (1) allowing LESSEE to transfer this lease, in which case LESSEE shall remain directly primarily liable upon all the terms, conditions and primarily obligated covenants hereof, will bind any Transferee to the terms and provisions of this lease and will pay to LESSOR the amount by which the sum of rent, additional rent due to taxes and all other money or consideration it received from a Transferee exceeds the sum of all monetary obligations which LESSEE owes to LESSOR for the payment period of such Transfer; or (2) terminating this lease and relieving LESSEE of all Rentits future obligations hereunder. In the event that LESSOR decides to terminate this lease, Additional Rent and for it shall be free to enter into a new lease with the full performance of all of the terms, obligations, covenants proposed new tenant or anyone else on whatever terms and conditions of this Lease until the lease expires unless LESSOR agrees it chooses. Consent by LESSOR, whether express or implied, to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph any Transfer shall not be required in the case constitute a waiver of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at right to prohibit any time and from time to time, require that subsequent Transfer; nor shall such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall consent be deemed a waiver of LESSOR’S right to terminate this lease upon any subsequent Transfer. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation: (a) any transfer of the LESSEE’S interest in the lease by operation of law, the merger or consolidation of the LESSEE with or into any other firm or corporation; or (b) the transfer or sale of a controlling interest in the LESSEE whether by sale of its capital stock or otherwise. NOTWITHSTANDING the foregoing, the provisions herein containedof this Article shall not be deemed to prohibit, nor shall consent be required for (i) transfer of Lessee’s stock among existing stockholders or among spouses, children or grandchildren of existing stockholders or intervivos or testamentary transfers to trusts established for the acceptance benefit of the Assignee as such persons, (ii) a public offering of stock by LESSEE, (iii) the transfer of outstanding stock by way of trading on a recognized securities exchange; or a release (iv) transfer of LESSEE from direct stock by way of trading which is regularly traded in the over-the-counter market and primary liability for the further performance of any term, condition or covenant quoted on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further AssignmentNASDAQ.

Assignment Subleasing. The LESSEE Lessee shall be without right to assign this Lease or the Demised Premises or sublet the same in whole or in part without the written consent of the Lessor first having been obtained, which consent shall not assignbe unreasonably withheld, sublet or license the Leased Premises (all of the foregoing actions are so referred to as nor shall there be an “Assignment”), without first obtaining the LESSOR’S prior written consent; which consent may be withheld. If LESSOR consents to any Assignment then LESSEE shall remain directly and primarily obligated to LESSOR for the payment of all Rent, Additional Rent and for the full performance of all of the terms, obligations, covenants and conditions assignment of this Lease until by operation of law. However, Lessor agrees and accepts that this Lease shall be assignable to any affiliated or subsidiary companies of Lessee, with the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. The consent referred to in of the foregoing paragraph Lessor, which consent shall not be required unreasonably withheld, and freely assignable to any affiliated or subsidiary company of Lessee, provided said affiliated or subsidiary company's usage, density and parking requirements shall be substantially the same as that of Lessee. Lessee shall promptly pay to Lessor any rent, additional rent or other consideration received by Lessee in the case of an Assignment to a parent, subsidiary, other corporation affiliated connection with the LESSEE any assignment or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all subletting in excess of the assets of LESSEE ifrent, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate additional rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request Any change in the control of Lessee, which is a privately owned corporation, partnership or business trust, herein defined as any change of ownership in excess of fifty percent (50%) of the outstanding shares or interest in the company, without the prior written consent of Lessor to said change in control or operation, shall constitute an attempted assignment or subletting in violation of this provision and shall be null and void and of no effect. Any assignment or subletting even with the approval of the Lessor shall not release the Lessee from liability hereunder. Any change in the use of the Demised Premises in connection with the assignment or subletting shall be subject to Lessors consent which Lessor may withhold in its sole discretion. If, as a result of any approved assignment of the Demised Premises the use thereof is changed, then the Lessee shall be solely responsible for any alterations and improvements and any increase in the cost of fire, extended coverage, vandalism and malicious mischief insurance. Any consent by Lessor to any proposed assignment or subletting shall not constitute consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, any future or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such subsequent assignment or collection shall be deemed a waiver of the provisions herein contained, or the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignmentsubletting.

Assignment Subleasing. The LESSEE shall not assign, sublet (a) Tenant (or license Tenant's wholly-owned subsidiary or an entity controlled by or in common control with Tenant) is currently in occupancy and is operating its business at the Leased Premises (all of the foregoing actions are so referred to as an “Assignment”), without first obtaining the LESSOR’S prior written consent; which consent Premises. Tenant may be withheld. If LESSOR consents to any Assignment then LESSEE shall remain directly and primarily obligated to LESSOR for the payment of all Rent, Additional Rent and for the full performance of all of the terms, obligations, covenants and conditions of assign its interest in this Lease until the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to sublease any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion portion(s) of the Leased Premises unless Rent owedwithout the prior written consent of Landlord. In the event of an assignment or sublease to an entity not affiliated with the Tenant involving greater than thirty-three percent (33%) of the Leased Premises, whether fixed Tenant shall give Notice to Landlord of such assignment or additionalsublease by providing an executed copy of each such assignment or sublease, as the case may be. No sublease under, or assignment of this Lease shall relieve Tenant of its obligations hereunder, which shall continue as the obligations of a principal and not as the obligations of a surety or a guarantor. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and all obligations the due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date performance of the Assignment and said request obligations of this Lease on Tenant's part to be performed or observed, shall include a copy not in any way be discharged, released or impaired by any (i) agreement which modifies any of the proposed instrument of Assignment, if available, rights or else a statement obligations of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSORparties under this Lease, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If (ii) stipulation which extends the time within which an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR obligation under this Lease is to be liableperformed, jointly and severally with LESSEE, for (iii) waiver of the performance of all LESSEE’S agreements an obligation required under this Lease Lease, or (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected iv) failure to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver enforce any of the provisions herein containedobligations set forth in this Lease, or unless in each case, the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct same has been consented to by Landlord and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further AssignmentLender.

Assignment Subleasing. The LESSEE Lessee shall not assign, sublet sublet, underlet, mortgage, pledge or license the Leased Premises encumber (all of the foregoing actions are so collectively referred to as an “Assignment”), "Transfer") this lease without first obtaining the LESSOR’S Lessor's prior written consent; such consent not to be unreasonably withheld or delayed. Lessor's refusal to consent to a Transfer for any use or purpose other than as specifically stated in Article VI herein shall not be deemed to be an unreasonable withholding of consent. In the event that Lessee desires to Transfer this lease to a proposed new Lessee to whom Lessor is required to give its reasonable consent pursuant to the foregoing paragraph, Lessor shall have the option of either (1) allowing Lessee to transfer this lease, in which consent may be withheld. If LESSOR consents to any Assignment then LESSEE case Lessee shall remain directly and primarily obligated to LESSOR for the payment of liable upon all Rent, Additional Rent and for the full performance of all of the terms, obligationsconditions and covenants hereof, covenants will deliver to Lessor an instrument executed by the Transferree binding the same to the terms and provisions of this lease and will pay to Lessor the amount by which the sum of rent, additional rent due to taxes and all other money or consideration it receives from a Transferree exceeds the sum of all monetary obligations which Lessee owes to Lessor for the period of such Transfer, after accounting for (either by amortizing or expensing as is required by G.A.A.P.) reasonable brokerage, tenant fit-up and attorneys fees incurred to procure said Transferree; or (2) terminating this lease and relieving Lessee of all its future obligations hereunder. In the event that Lessor decides to terminate this Lease, it shall be free to enter into a new lease with the proposed new Lessee or anyone else on whatever terms and conditions of this Lease until the lease expires unless LESSOR agrees it chooses. Consent by Lessor, whether express or implied, to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph any Transfer shall not be required in the case constitute a waiver of an Assignment Lessor's right to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE prohibit any subsequent Transfer; nor shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver of the provisions herein contained, or the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of Lessor's right to terminate this lease upon any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignmentsubsequent Transfer.

Assignment Subleasing. The LESSEE Lessee shall not assign, assign or sublet or license otherwise transfer, voluntarily or involuntarily, the Leased Premises (all whole or any part of the foregoing actions are so referred Premises or this Lease, or allow any other person to as an “Assignment”), occupy the Premises without first obtaining the LESSOR’S Lessor’s prior written consent; , which consent may shall not be withheldunreasonably withheld or delayed, provided the Lessee shall give Lessor written notice of the terms of the assignment, transfer or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances in substantial quantities and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment or sublet. If LESSOR consents to The Lessee shall give the Lessor written notice of the terms of any Assignment then LESSEE proposed assignment or other transfer or sublease and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Notwithstanding such consent, Lessee shall remain directly and primarily obligated fully liable to LESSOR Lessor for the payment of all Rent, Additional Rent and for the full performance of all of the terms, obligations, covenants and conditions of this Lease until the lease expires unless LESSOR agrees Lease. Upon any assignment or subletting, Lessee shall pay and deliver to execute Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all condition of the assets of LESSEE if, and only if, the financial stability and net worth validity of the new entity is at least equal to assignment or sublet that of the LESSEE. LESSEE shall not offer to make assignee or enter into negotiations sublessee agree directly with respect to an Assignment to any party which would be of such typeLessor, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSORLessor, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of bound by all LESSEE’S agreements Lessee obligations under this Lease (including Lease. The acceptance by the Lessor of the payment of Rent)Base Rent or Additional Rent following an assignment, sublease or other transfer not approved shall not be deemed to be a consent by the Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Lessor. LESSOR may collect Rent and other charges from Notwithstanding the Assignee and apply above paragraph, in the net amount collected event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the Rent and other charges herein reservedsurviving party, but no such assignment or collection the Lessor shall be deemed a waiver to have consented to assignment of this Lease to the purchaser of the provisions herein contained, Lessee’s assets or the acceptance surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee’s liabilities and responsibilities hereunder. Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Assignee as a LESSEEPremises from the Lessee, or a release for purposes of LESSEE from direct and primary liability determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor (calculated separately for the further performance Original Space and the New Space), the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 96,000. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (1/2) of the excess (after the deduction of any termbrokerage commission paid by Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this paragraph, condition rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or covenant not the sublessee is in default on the part of LESSEE herein contained. The consent by LESSOR an obligation to pay a higher amount, and whether or not such payment includes an Assignment shall not relieve LESSEE arrearage from obtaining the express consent of LESSOR to any further Assignmenta preceding month.

Assignment Subleasing. The LESSEE A. Tenant shall not assign, assign or sublet the whole or license the Leased Premises (all any part of the foregoing actions are so referred Premises or permit the Premises to as an “Assignment”), otherwise be used or occupied by anyone than Tenant without first obtaining the LESSOR’S Landlord's prior written consent; , which consent may be withheld. If LESSOR consents to any Assignment then LESSEE shall remain directly and primarily obligated to LESSOR for the payment of all Rent, Additional Rent and for the full performance of all of the terms, obligations, covenants and conditions of this Lease until the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required unreasonably withheld. However, without limitation, Landlord shall not be deemed to be unreasonable in the case of an Assignment withholding its consent to a parentproposed assignment or sublease if (i) the proposed assignee or subtenant does not possess substantial business experience and a good business reputation, subsidiary, other corporation affiliated with or (ii) the LESSEE proposed assignee or to an entity into which subtenant is not in sound financial condition or (iii) the LESSEE is merged proposed assignee or to an entity which acquires all or substantially all subtenant does have a minimum level of the assets of LESSEE if, and only if, the financial stability and net worth or shareholder's equity equivalent to Tenant as of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request proposed assignment or subletting. It shall include be a copy condition of the proposed validity of any assignment that the assignee agrees directly with Landlord, by written instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSORLandlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. LESSEE No assignment or subletting shall pay to LESSORrelieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. B. If this Lease be assigned, as Additional Rentor if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR Landlord may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent rent and other charges from the Assignee assignee, subtenant or occupant, and apply the net amount collected to the Rent rent and other charges herein reserved, but no such assignment assignment, subletting, occupancy or collection shall be deemed a waiver of the provisions herein containedthis covenant, or the acceptance of the Assignee assignee, subtenant or occupant as a LESSEE, tenant or a release of LESSEE Tenant from direct and primary liability for the further performance by Tenant of any term, condition or covenant on the part of LESSEE herein containedits obligations hereunder. The consent by LESSOR Landlord to an Assignment assignment or subletting shall not in no way be construed to relieve LESSEE Tenant or any successor from obtaining the express consent in writing of LESSOR Landlord to any further Assignmentassignment or subletting.

Assignment Subleasing. The LESSEE Lessee shall not assign, assign or sublet or license otherwise transfer, voluntarily or involuntarily, the Leased Premises (all whole or any part of the foregoing actions are so referred Premises or this Lease, or allow any other person to as an “Assignment”), occupy the Premises without first obtaining the LESSOR’S Lessor's prior written consent; , which consent may shall not be withheldunreasonably withheld or delayed, provided the Lessee shall give Lessor written notice of the terms of the assignment, transfer or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances in substantial quantities and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment or sublet. If LESSOR consents to The Lessee shall give the Lessor written notice of the terms of any Assignment then LESSEE proposed assignment or other transfer or sublease and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Notwithstanding such consent, Lessee shall remain directly and primarily obligated fully liable to LESSOR Lessor for the payment of all Rent, Additional Rent and for the full performance of all of the terms, obligations, covenants and conditions of this Lease until the lease expires unless LESSOR agrees Lease. Upon any assignment or subletting, Lessee shall pay and deliver to execute Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all condition of the assets of LESSEE if, and only if, the financial stability and net worth validity of the new entity is at least equal to assignment or sublet that of the LESSEE. LESSEE shall not offer to make assignee or enter into negotiations sublessee agree directly with respect to an Assignment to any party which would be of such typeLessor, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSORLessor, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of bound by all LESSEE’S agreements Lessee obligations under this Lease (including Lease. The acceptance by the Lessor of the payment of Rent)Base Rent or Additional Rent following an assignment, sublease or other transfer not approved shall not be deemed to be a consent by the Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Lessor. LESSOR may collect Rent and other charges from Notwithstanding the Assignee and apply above paragraph, in the net amount collected event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the Rent and other charges herein reservedsurviving party, but no such assignment or collection the Lessor shall be deemed a waiver to have consented to assignment of this Lease to the purchaser of the provisions herein contained, Lessee's assets or the acceptance surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee's liabilities and responsibilities hereunder. Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Assignee as Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor, the monthly Rent amount shall be multiplied by a LESSEEfraction, or a release the numerator of LESSEE from direct which shall be the square footage occupied by the subtenant, and primary liability for the further performance denominator of which shall be 79,200. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (1/2) of the excess (after the deduction of any termbrokerage commission paid by Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this paragraph, condition rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or covenant not the sublessee is in default on the part of LESSEE herein contained. The consent by LESSOR an obligation to pay a higher amount, and whether or not such payment includes an Assignment shall not relieve LESSEE arrearage from obtaining the express consent of LESSOR to any further Assignmenta preceding month.

Assignment Subleasing. The LESSEE Lessee shall not assign, sublet sublet, underlet, mortgage, pledge or license the Leased Premises encumber (all of the foregoing actions are so collectively referred to as an “Assignment”), "Transfer") this lease without first obtaining the LESSOR’S Lessor's prior written consent; which consent may be withheldwithheld in Landlord's sole discretion. If LESSOR consents to any Assignment then LESSEE shall remain directly and primarily obligated to LESSOR for the payment of all Rent, Additional Rent and for the full performance of all of the terms, obligations, covenants and conditions of this Lease until the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. The Any Transfer made without such consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSORvoid. LESSEE shall pay to LESSORMoreover, as Additional Rentadditional rent, LESSOR’S Lessee shall reimburse Lessor promptly for reasonable legal fees and other expenses incurred per by Lessor in connection with any request by Lessee for consent to a Transfer. The preceding notwithstanding, solely in the event Lessee desires to Transfer the Premises to a proposed Assignmenttransferee which (i) has a good reputation and has previous business experience, including fees for review (ii) shall have a net worth sufficient in the discretion of documentsthe Lessor to satisfy all of the obligations of the lessee under this lease, and (iii) shall continue to use the Premises as stated in Article VI of the lease and in character with the Building, Lessor agrees that it may either (1) grant its consent to such Transfer of this lease to such proposed transferee, or (2) terminate this lease and relieve Lessee of all its future obligations hereunder. If In the event of such termination, Lessee shall be relieved of all future obligations hereunder as of the date of termination. In the event the lease is terminated, as hereinafter provided, Lessor shall be free to enter into a new lease with the proposed new tenant or anyone else on whatever terms and conditions it chooses. In the event that Lessor gives its consent pursuant to the foregoing paragraph, Lessee shall remain primarily liable upon all the terms, conditions and covenants hereof will deliver to Lessor an Assignment occurs then LESSOR mayinstrument executed by the Transferee binding the same to the terms and provisions of this lease and will pay to Lessor the amount by which the sum of rent, at any time additional rent due to taxes and all other money or consideration it receives from time a Transferee exceeds the sum of all monetary obligations which Lessee owes to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, Lessor for the performance period of all LESSEE’S agreements under this Lease (including payment such Transfer. Consent by Lessor, whether express or implied, to any Transfer shall not constitute a waiver of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected Lessor's right to the Rent and other charges herein reserved, but no prohibit any subsequent Transfer; nor shall such assignment or collection shall consent be deemed a waiver of the provisions herein containedLessor's right to terminate this lease upon any subsequent Transfer. Moreover, or the Lessor's acceptance of the Assignee any name for listing on any Building directory will not be deemed, nor will it substitute for Lessor's consent, as a LESSEErequired herein, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignmentsublease, assignment or other occupancy of the Premises.

Assignment Subleasing. The LESSEE shall not assign, sublet sublet, underlet, mortgage, pledge or license the Leased Premises encumber (all of the foregoing actions are so collectively referred to as an “Assignment”), "Transfer") this Sublease without first obtaining the LESSOR’S 's prior written consent; consent which consent may shall not be unreasonably withheld. If LESSOR's refusal to consent to a Transfer for any use or purpose other than specifically stated in paragraph 8 herein shall not be deemed to be unreasonable withholding of consent. In the event the LESSEE desires to Transfer this Sublease to a proposed new LESSEE to whom LESSOR consents is required to any Assignment then give its reasonable consent pursuant to the foregoing paragraph, LESSOR shall have the option of either (1) allowing LESSEE to Transfer this Sublease, in which case LESSEE shall remain directly primarily liable upon all the terms, conditions, and primarily obligated covenants hereof, will bind any Transferee to the terms and provisions of this Sublease and will pay to LESSOR the amount by which the sum of rent, additional rent due to taxes, and all other money or consideration it received from a Transferee exceeds the sum of all monetary obligations which LESSEE owes to LESSOR for the payment period of such Transfer after subtracting Lessee's reasonable costs in connection therewith; or (2) in the event an entire floor is proposed to be subleased, terminating this Sublease as to such proposed portion and relieving LESSEE of all Rentits future obligations hereunder as to such portion. In the event that LESSOR decides to terminate this Sublease as to such portion, Additional Rent and for it shall be free to enter into a new Sublease as to such portion with the full performance of all of the terms, obligations, covenants proposed new Lessee or anyone else on whatever terms and conditions of this Lease until the lease expires unless LESSOR agrees it chooses. Consent by LESSOR, whether express or implied, to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph any Transfer shall not be required in the case constitute a waiver of an Assignment LESSOR's right to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE prohibit any subsequent Transfer; nor shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver of LESSOR's right to terminate this Sublease upon any subsequent Transfer. Notwithstanding anything to the provisions herein containedcontrary in the Lease, Lessee may, without Lessor's prior written consent and without being subject to any recapture or bonus rent provisions, sublease the Premises or assign the Sublease to any of the following: (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Lessee; (ii) a successor corporation related to Lessee by merger, consolidation, nonbankruptcy reorganization, or government action; or (iii) a purchaser of substantially all of Lessee's assets. For the acceptance purpose of this Sublease, any sale or transfer of Lessee's capital stock, including without limitation, a transfer in connection with the merger, consolidation or nonbankruptcy reorganization of Lessee and any sale through any national market system or public exchange, shall not be deemed an assignment, subletting, or any other transfer of the Assignee as a LESSEESublease or the Premises. In the event Lessee subleases the Premises or assigns the Sublease pursuant to this paragraph, or a release of LESSEE from direct Lessee shall give Lessor reasonable notice thereof, and primary liability Lessee and the successor shall be jointly and severally liable for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignmentobligations hereunder.

Assignment Subleasing. The LESSEE shall not assign, assign or sublet the whole or license the Leased Premises (all any part of the foregoing actions are so referred to as an “Assignment”), Premises without first obtaining the LESSOR’S prior written consent; which , such consent may shall not be withheldwithheld or delayed. If LESSOR consents to any Assignment then Notwithstanding such consent, LESSEE shall remain directly and primarily obligated liable to LESSOR for the payment of all Rent, Additional Rent rent and for the full performance of all of the terms, obligations, covenants and conditions of this Lease until lease. If SUBLESSEE or ASSIGNEE is paying rent at an amount greater than outlined in Section 4 of this agreement, the lease expires unless LESSOR agrees amount over less LESSEE’S subleasing expenses which shall include tenant improvement costs, legal fees and brokerage fees shall be due to execute a written instrument releasing LESSOR. No assignment or sublease shall release LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE iffrom, and only ifLESSEE shall remain fully liable for, performance of LESSEE’S obligations under the financial stability and net worth of the new entity is at least equal to that of the LESSEElease. LESSEE shall not offer sublease to make a current or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion prospective tenant of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder Building. Prospective tenants are those tenants who have been paid and satisfied in full and unless introduced to the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR Property within thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, sublease proposal or else a statement of the proposed Assignment any tenant in form satisfactory to negotiation with LESSOR. LESSEE shall pay to LESSORnot sublease below Fair Market Value, as Additional Rent, without LESSOR’S reasonable legal fees and other expenses incurred per prior written consent. Fair Market Value shall take the length of the proposed Assignmentterm into consideration. LESSOR shall designate Fair Market Value, including fees for review (the “Fair Market Value”) by written notice to LESSEE within five (5) days of documentsreceipt of notice of intent to sublease from LESSEE. If LESSEE disagrees with such designation, (the “Designation”), LESSEE shall by written notice, advise LESSOR of such disagreement; otherwise LESSEE shall conclusively be deemed to have agreed to such Designation. In the event that the Parties are unable to agree, each Party shall appoint an Assignment occurs appraiser. Each appraiser so appointed shall be instructed to determine independently the Fair Market Value and then LESSOR mayconfer. If the two appraisers are unable to determine a Designation acceptable to both parties, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to they shall appoint a third appraiser. The Designation of this appraiser shall be liable, jointly and severally with LESSEE, for the performance of all considered final. Upon LESSEE’S agreements under this Lease (including payment notice to sublease all or a portion of Rent). the Premises, LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver recapture all of the provisions herein contained, Premises or the acceptance sublease portion of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further AssignmentPremises at LESSOR’S choice.

Assignment Subleasing. The LESSEE (a) ASSIGNMENT SUBLETTING Tenant shall have the right to assign (but not assign, to mortgage or otherwise encumber) its interest in this Lease and sublet or license the Leased Premises or any part thereof, without obtaining the prior written consent of Landlord (all but subject to the notice provisions of the foregoing actions are so referred to as an “Assignment”subsection (b) below), without first obtaining provided that Tenant remains fully liable under the LESSOR’S prior written consent; which consent may be withheld. If LESSOR consents to any Assignment then LESSEE shall remain directly and primarily obligated to LESSOR for the payment of all Rent, Additional Rent and for the full performance of all of the terms, obligations, covenants terms and conditions of this Lease. Tenant shall not mortgage or encumber its interest under this Lease until without the lease expires unless LESSOR agrees to execute a prior written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph of Landlord and Lender, which consent shall not be required unreasonably withheld, conditioned or delayed, subject to their then-current underwriting criteria for similar properties and transactions. Tenant shall deliver to Landlord a fully-executed duplicate original of any such assignment, sublease, encumbrance or other transfer within ten (10) days after Tenant's execution thereof Any attempted assignment, transfer or other encumbrance of this Lease or an or any of Tenant's rights hereunder or interest herein not in the case accordance with this Paragraph 17 shall be void and of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE no force or to an entity into which the LESSEE is merged effect Landlord's collection or to an entity which acquires all acceptance of Basic Rent or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE Additional Rent from any assignee shall not offer to make be construed either as waiving or enter into negotiations with respect to an Assignment to releasing Tenant from any party which would be of such type, character its liabilities or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver of the provisions herein contained, or the acceptance of the Assignee as a LESSEEprincipal and not as a guarantor or surety. As security for this Lease, Tenant hereby assigns to Landlord the rent due from any sublessee of Tenant. For any period during which there exists an Event of Default hereunder, Tenant hereby authorizes each such sublessee to pay said rent directly to Landlord as Basic Rent or a release Additional Rent hereunder upon receipt of LESSEE notice from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further AssignmentLandlord specifying same.

Assignment Subleasing. (a) The LESSEE Lessee shall not assign, sublet sublet, mortgage, pledge, encumber or license otherwise transfer the Leased Premises (all whole or any part of the foregoing actions are so referred to as an “Assignment”), Premises without first obtaining the LESSOR’S Lessor’s prior written consent; , which consent may shall not be withheldunreasonably withheld or delayed. If LESSOR consents to any Assignment then LESSEE Notwithstanding such consent, Lessee shall remain directly and primarily obligated liable to LESSOR Lessor for the payment of all Rent, Additional Rent rent and for the full performance of all of the terms, obligations, covenants and conditions of this Lease. If this Lease until is assigned or if the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE Premises or to an entity into which the LESSEE any part thereof is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only ifsublet, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR Lessor may collect Rent rent and other charges from the Assignee assignee or Sublessee and apply the net amount collected to the Rent rent and other charges herein reserveddue from the Lessee hereunder, but no such assignment assignment, subletting, collection, or collection modification or any provisions of this lease shall be deemed a to be waiver of the provisions herein contained, or the Lessee’s covenant not to so assign or sublet or to be an acceptance of the Assignee assignee or sublessee as a LESSEE, Lessee or to be a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein containedLessee form is obligations under this Lease. The consent Lessee shall be responsible for all of Lessor’s costs associated with the Assignment or Sublease including but not limited to a management review fee of $500.00, payable in advance, and all of Lessor’s reasonable legal review fees. Payment of these fees does not in any way guarantee the approval of the assignment or sublease. The Lessee shall pay to the Lessor, as and when the same becomes due under any permitted sublease, any rent, additional rent and other sums received by LESSOR the Lessee on account of such subletting which shall exceed the rent payable to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to Lessor hereunder and any further Assignmentreasonable expenses incurred by the Lessee in connection with such subletting.

Assignment Subleasing. The LESSEE shall not assign, assign or sublet the whole or license the Leased Premises (all any part of the foregoing actions are so referred to as an “Assignment”), Premises without first obtaining the LESSOR’S 'S prior written consent; which , such consent may shall not be withheldunreasonably withheld or conditioned. If LESSOR consents to any Assignment then Notwithstanding such consent, LESSEE shall remain directly and primarily obligated liable to LESSOR for the payment of all Rent, Additional Rent rent and for the full performance of all of the terms, obligations, covenants and conditions of this Lease until the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligationsLease. The consent referred to If SUBLESSEE or ASSIGNEE is paying rent at an amount greater than in the foregoing paragraph shall not be required in the case of an Assignment to a parentthis agreement, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all then 50% of the assets amount over, net of LESSEE ifconstruction, brokerage, architectural, and only ifattorney costs, the financial stability shall be due to LESSOR as and net worth when received by LESSEE. If an assignment or sublease is terminated, LESSEE shall pay to LESSOR 50% of the new entity is at least equal to value of any security deposit, money, personal property, stock, or equity that LESSEE receives as a result of the terminated assignment or sublease. No assignment or sublease shall release LESSEE from, and LESSEE shall remain fully liable for, performance of LESSEE'S obligations under the lease. LESSEE shall not offer sublease or assign to make a current or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion prospective tenant of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder Building without LESSOR's prior written consent. Prospective tenants are those tenants who have been paid and satisfied in full and unless introduced to the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR Property within thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, sublease or else a statement of the proposed Assignment assignment proposal or any tenant in form satisfactory to negotiation with LESSOR. LESSEE shall pay not sublease more than 20% below Fair Market Rental Value, without LESSOR'S prior written consent. LESSEE shall not sublease or assign to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee tenant whereby the sublessee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for assignees use violates the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver of the provisions herein contained, or the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance exclusive use of any term, condition or covenant on tenant at the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further AssignmentBuilding.

Assignment Subleasing. The LESSEE Tenant shall not assignassign or in any manner transfer this lease, or any estate or interest therein or sublet the premises or license the Leased Premises (all any part thereof or grant any license, concession or other right of the foregoing actions are so referred to as an “Assignment”), without first obtaining the LESSOR’S prior written consent; which consent may be withheld. If LESSOR consents to any Assignment then LESSEE shall remain directly and primarily obligated to LESSOR for the payment of all Rent, Additional Rent and for the full performance of all of the terms, obligations, covenants and conditions of this Lease until the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment occupancy of any portion of the Leased Premises unless Rent owedpremises without the prior written consent of Landlord, whether fixed which shall not be unreasonably withheld or additionaldelayed. Consent by Landlord to any assignment or subletting shall not operate as a waiver of Landlord’s rights as to any subsequent assignment or subletting. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant’s obligations under this lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant’s obligations under this lease. In the event of a transfer or assignment by landlord of its interest in this lease or its interest in the Building containing the premises, Landlord shall thereby be relieved of any further obligations hereunder and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment of Landlord shall be delivered obligations of Landlord’s successor in interest. Any security given by Tenant to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for secure the performance of Tenant’s obligations hereunder shall be assigned and transferred by landlord to such successor in interest, and Landlord shall be discarded of any further obligation related thereto. Tenant shall not mortgage, pledge or otherwise encumber its interest in this lease or in the premises. If Tenant assigns or sublets all LESSEE’S agreements or a portion of the premises at a monthly rental in excess of the monthly rental Tenant is obligated to pay under this Lease (including payment the terms hereof, such increased rent shall become the monthly rent due an payable by Tenant to Landlord for the terms of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver of the provisions herein contained, or the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignmentsubletting.

Assignment Subleasing. The LESSEE shall not assign, sublet sublet, underlet, mortgage, pledge or license the Leased Premises encumber (all of the foregoing actions are so collectively referred to as an “Assignment”), "Transfer") this Sublease without first obtaining the LESSOR’S 's prior written consent; consent which consent may shall not be withheldunreasonably withheld or delayed. If LESSOR's refusal to consent to a Transfer for any use or purpose other than specifically stated in paragraph 8 herein shall not be deemed to be unreasonable withholding of consent. In the event the LESSEE desires to Transfer this Sublease to a proposed new LESSEE to whom LESSOR consents is required to any Assignment then give its reasonable consent pursuant to the foregoing paragraph, LESSOR shall have the option of either (1) allowing LESSEE to Transfer this Sublease, in which case LESSEE shall remain directly primarily liable upon all the terms, conditions, and primarily obligated covenants hereof, will bind any Transferee to the terms and provisions of this Sublease and will pay to LESSOR the amount by which the sum of rent, additional rent due to taxes, and all other money or consideration it received from a Transferee exceeds the sum of all monetary obligations which LESSEE owes to LESSOR for the payment period of such Transfer; or (2) terminating this Sublease and relieving LESSEE of all Rentits future obligations hereunder. In the event that LESSOR decides to terminate this Sublease, Additional Rent and for it shall be free to enter into a new Sublease with the full performance of all of the terms, obligations, covenants proposed new Tenant or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any Transfer shall not constitute a waiver of LESSOR's right to prohibit any subsequent Transfer; nor shall such consent be deemed a waiver of LESSOR's right to terminate this Sublease upon any subsequent Transfer. Notwithstanding anything to the contrary contained in this Sublease but subject to the final sentence of this Lease until the lease expires unless LESSOR agrees to execute a written instrument releasing paragraph, LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parentmay, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. LESSEE’S request for consent to an Assignment shall be delivered to LESSOR upon thirty (30) days written notice to LESSOR but without LESSOR's prior written consent, and without LESSOR having any right to terminate this Sublease or share in any consideration or profit therefor, assign or transfer its entire interest in this Sublease and the leasehold estate hereby created, or sublease the entire demised premises, to a successor corporation of LESSEE, which for the purposes of this Sublease shall mean either (a) any corporation or other business entity which controls, is controlled by, or under common control with, LESSEE (a "Related Corporation"), or (b) a corporation or other business entity into which or with which LESSEE, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions of the merger or consolidation of corporations, provided that by operation of law or by effective provisions contained in the instruments of merger or consolidation the liabilities of the corporations or other business entities participating in such merger or consolidation are assumed by the corporation or other business entity surviving such merger or consolidation, or (c) a corporation or other business entity acquiring substantially all of LESSEE's assets located in the Premises, or (d) any successor to a successor corporation becoming such by any of the methods described in subdivisions (a), (b) and (c) above; provided, however, that LESSEE shall have no such right to assign or transfer to a Successor Corporation unless LESSEE shall not be in default in the performance of any of its obligations under this Sublease beyond the applicable notice and cure period and with respect to subdivision (c) above, as of the date of such transfer, the Assignment and said request purchaser has the reasonable financial ability to perform its obligations with respect to this Sublease and/or the Premises. For the purposes hereof "control" shall include a copy be deemed to mean ownership of not less than fifty percent (50%) of all of the proposed instrument voting stock of Assignment, if availablesuch corporation, or else a statement not less than fifty percent (50%) of all of the proposed Assignment legal and equitable interest in form satisfactory any other business entity, or the possession of the power, directly or indirectly, to direct or cause the direction of management and policy of a corporation or other business entity, whether through the ownership of voting securities, common directors or officers, the contractual right to manage the business affairs of such business entity, or otherwise. Notwithstanding anything to the contrary contained in this Sublease (x) any sale or transfer of Lessee's capital stock through any public exchange, or redemption or issuance of additional stock of any class, shall not be deemed an assignment, subletting or any other transfer of this Sublease or the Premises and (y) any successor corporation may use the demised premises only for the permitted use described in Section 8 above, provided however that with LESSOR's prior written consent, which shall not be unreasonably withheld or delayed, such successor corporation may use the demised premises for any other lawful retail use which is not in conflict with the principle use of any existing tenant of the Building at the time of such assignment. Notwithstanding the foregoing, (i) LESSEE may not Transfer this Sublease to any entity that in LESSOR's reasonable opinion is a direct competitor of LESSOR without LESSOR's prior written consent, which may be withheld or delayed in LESSOR's sole discretion, and (ii) in the event of any Transfer by LESSEE described hereunder, LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, remain jointly and severally with LESSEE, liable to LESSOR for the performance of any and all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver obligations arising out of the provisions herein contained, or the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignmenttransferee's tenancy.

Assignment Subleasing. The Except as set forth herein, this Lease may only be assigned by LESSEE upon the prior written consent of LESSOR, which shall not be unreasonably withheld, delayed or conditioned. LESSEE shall not assign, have the right without LESSOR approval to sublet or license assign the Leased Premises or any portion thereof to: (all 1) any successor of the foregoing actions are so referred to as an “Assignment”)LESSEE resulting from a merger, without first obtaining the LESSOR’S prior written consent; which consent may be withheld. If LESSOR consents to any Assignment then LESSEE shall remain directly and primarily obligated to LESSOR for the payment consolidation, or other form of all Rent, Additional Rent and for the full performance corporate reorganization of all of the terms, obligations, covenants and conditions of this Lease until the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. The consent referred to in the foregoing paragraph shall not be required in the case of an Assignment to a parent, subsidiary, other corporation affiliated with the LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires sale of all or substantially all of the assets of LESSEE ifLESSEE; and (2) any entity controlled by, and only if, the financial stability and net worth of the new entity is at least equal to that of the controlling or under common control with LESSEE. LESSEE shall not offer to make otherwise sublease the Leased Premises or enter into negotiations with respect to an Assignment to assign this Lease without the prior consent of LESSOR, which consent may not be unreasonably withheld, conditioned or delayed, but in any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. event LESSEE shall remain liable for all obligations of LESSEE hereunder and all other provisions of this Lease shall apply including but not offer limited to make or make an Assignment of Article VIII. Any net profits, less any portion reasonable costs related to the subleasing of the Leased Premises unless Rent owedPremises, whether fixed or additionalincluding but not limited to LESSEE’s unamortized leasehold improvement expenses, attorney’s fees, brokerage commissions and all obligations due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under such Assignment equal or exceed the Minimum Annual Rentconcessions, Additional Rent and other charges payable hereunder. LESSEE’S request for resulting from a sublease that requires LESSOR’s consent to an Assignment shall be delivered to split evenly between LESSOR thirty (30) days prior to the date of the Assignment and said request shall include a copy of the proposed instrument of Assignment, if available, or else a statement of the proposed Assignment in form satisfactory to LESSORLESSEE. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S for the reasonable legal fees and other expenses of LESSOR incurred per proposed Assignment, including fees for in connection with the review of documents. If an Assignment occurs then LESSOR may, at any time request for and from time to time, require that such assignee, subtenant, licensee or occupant (collectively “Assignee”) agree directly with LESSOR to be liable, jointly and severally with LESSEE, for the performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the Assignee and apply the net amount collected to the Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver sublease, regardless of the provisions herein contained, or the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The whether consent by LESSOR to an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any further Assignmentis granted.