Common use of ASSIGNMENT & SUBLETTING Clause in Contracts

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

ASSIGNMENT & SUBLETTING. 14.1. Except as expressly provided herein, Tenant this Agreement and each site license granted pursuant to individual Site Supplements herein is personal to Licensee and for Licensee’s use only. Licensee shall not assign lease, sublicense, share with, convey or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent resell to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce others any such provision through specific performance space or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs rights granted hereunder; provided, however, the Parties agree and expenses incurred in connection with such assignment or sublease request. Notwithstanding acknowledge that, notwithstanding anything in this Lease Agreement to the contrary, so long certain Small Cell Equipment deployed by Licensee on any Municipal Facility or in any PROW or public utility easement pursuant to this Agreement may be owned and/or operated by Licensee’s third-party wireless carrier customers (“Carriers”) and installed and maintained by Licensee pursuant to license agreements between Licensee and such Carriers. Such Small Cell Equipment shall be treated as Tenant is not in default Licensee’s Small Cell Equipment for all purposes under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: Agreement provided that (i) parent, subsidiary or affiliate of TenantLicensee remains responsible and liable for all performance obligations under the Agreement with respect to such Small Cell Equipment; (ii) company with which Tenant may merge or consolidateLicensor’s sole point of contact regarding such Small Cell Equipment shall be Licensee; and (iii) Licensee shall have the right to remove and relocate the Small Cell Equipment. This Agreement and the related rights, duties, and privileges may not be assigned or otherwise transferred in whole or in part without the express written consent of Licensor; provided, however, Licensee shall have the right to assign this Agreement to any parent, subsidiary, affiliate, or any person, firm, or corporation that acquires shall control, be under the control of, or be under common control with Licensee, or to any entity into which Licensee may be merged or consolidated or which purchases all or substantially all of the shares of stock or assets of Tenant; Licensee that are subject to this Agreement. If the Agreement is assigned or (iv) otherwise transferred with Licensor consent pursuant to this Section, this Agreement, including any corporation which is amendments, shall be binding on the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior assignee to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine full extent that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityit was binding upon Licensee.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall may not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises or any part thereof without the prior written consent of Landlord, which shall not consent may be unreasonably withheld, conditioned, granted or delayed. As part of Tenant’s request for, and as a condition to, withheld in Landlord’s sole discretion; and any attempted assignment or subletting without such consent shall be invalid. Any sale, transfer or conveyance of a majority ownership interest in Tenant shall be deemed an assignment of this Lease for which Landlord’s prior written consent shall be required pursuant to this Article 11. At least thirty (30) days prior to the proposed effective date of such assignment or sublease, Tenant shall provide Landlord with financial statements for a signed original of the proposed transferee and such other information as Landlord may reasonably requestassignment or sublease document. Tenant shall not be entitled to receive monetary damages based upon a claim also provide, at Landlord’s request, any information on the proposed assignee or subtenant that Landlord unreasonably withheld its consent may require to make a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent determination of the Landlord need not be obtained if the assignment quality of the Lease is to a: (i) parent, subsidiary such proposed assignee or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in subtenant. In the event of a corporate reorganization (a “Related Entity”); providedpermitted assignment or subletting, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have nevertheless at all times remain fully responsible and liable for the rightpayment of rent and the performance and observance of all of Tenant’s other obligations under the terms, without Landlord’s consent, to sublease conditions and covenants of this Lease except as may be otherwise provided for herein. No assignment or license a portion subletting of the Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to a Related Entity described Landlord an instrument (in subsection (irecordable form, if requested) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by containing an agreement of assumption of all of Tenant’s obligations under this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to Upon the effective date occurrence of an Event of Default hereunder, if all or any part of the proposed transferPremises are then assigned or sublet, along with Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all applicable documentation and other information necessary for rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be construed to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate constitute a waiver or release of Tenant from the further performance of its obligations under this Lease or the making of a Related Entitynew lease with such assignee or subtenant.

ASSIGNMENT & SUBLETTING. Except as provided herein, A. Tenant shall not assign not, without Landlord's prior written consent, which in each instance, may be withheld at the reasonable discretion of Landlord: (i) assign, transfer, hypothecate, mortgage, encumber, or in convey, or subject to or permit to exist upon or be subjected to any manner transfer lien or charge, this Lease or any estate or interest hereunder and shall not sublease the Premises under it (ii) allow any transfer of, or any part thereof without the prior written consent of Landlordlien upon, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything 's interest in this Lease to the contraryby operation of law, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all sublet the Premises in whole or substantially all of the shares of stock or assets of Tenant; in part or (iv) to allow the use or occupancy of any corporation which is the successor corporation in the event portion of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any a use other use than the use permitted Use or by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to anyone other than Tenant or greater than $10,000,000.00Tenant's employees. Landlord agrees that Tenant shall have the right, without Landlord’s consent, right to sublease sublet or license a assign all or any portion of the Premises to a Related Entity described in subsection (i) aboveany related entity or affiliate of Tenant, provided that such Related Entity does not use the Premises for by merger; acquisition, consolidation, or any other use than the use permitted by this Leasesuccessor company, without Landlord's approval or consent. Tenant shall give Landlord provide written notice at least ten (10) days prior of any such assignment or sublease. Notwithstanding the foregoing, should any law governing Landlord's consent to a sublease or assignment require Landlord to exercise reason in the effective date consideration of the granting or denying of consent, Landlord may take into consideration the business reputation and creditworthiness of the proposed transfersubtenant or assignee; any required alteration of the Premises; the intended use of the Premises by the proposed subtenant or assignee; the estimated pedestrian and vehicular traffic in the Premises and to the Building which would be generated by the proposed subtenant or assignee; any potential environmentally hazardous activities engaged in by the proposed subtenant or assignee; and any other factors which Landlord shall deem relevant; provided further, along however, that if Landlord does not consent to a sublease or assignment to any subtenant or assignee which is a governmental agency, which is a present tenant in the Building, or with all applicable documentation and other information necessary for whom Landlord or its agents has discussed tenancy within the Building, same shall not be deemed to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitybe unreasonable.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant Lessee shall not assign or in any manner transfer this Lease nor any rights hereunder, nor let or any estate or interest hereunder and shall not sublease the Premises sublet all or any part thereof of the Premises, nor suffer or permit any person of corporation to use any part of the Premises, without first obtaining the express prior written consent of LandlordLessor, which consent shall not be unreasonably withheldwithheld may be withheld by Lessor for any or no reason. The transfer of ten fifty-one percent (1051%) or more of the stock of Lessee if Lessee is a corporation, conditionedthe transfer of any partnership interest if Lessee is a partnership, or delayedthe transfer of a beneficial interest in a land trust if Lessee is a land trust, shall be deemed an assignment requiring the consent of Lessor if any such transfer will effectively vest control of Lessee in an entity or person other than the entity or person then having such control. As Should Lessor consent to such assignment of this Lease or to a sublease of all or any part of Tenant’s request forthe Premises, Lessee does hereby guarantee payment of all Rent herein reserved and as a condition toall other obligations hereunder until the expiration of the Term. No failure of Lessor to promptly collect from any assignee or sublease, Landlord’s or any extension of the time for the payment of such rents, shall release or relieve Lessee or any guarantor from it guaranty or obligation of payment of such rents or performance of other obligations. Should Lessor consent to such assignment or sublease, Tenant shall provide Landlord with financial statements all amounts received by Lessee as consideration for the proposed transferee same, including, without limitation, amounts received from a sublessee in excess of amounts to be remitted by Lessee to Lessor hereunder, shall be the property of Lessor and such other information as Landlord may reasonably requestdelivered to Lessor by Lxxxxx immediately upon receipt. Tenant Any consent by Lessor to an assignment or sublease of Lxxxxx’s rights hereunder shall be effective for that transaction only. Lessor hereby expressly reserves the right to approve or disapprove of all future assignments or subleases by Lessee or its assignee or sublease, which approval shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent may be withheld for any or no reason. Notwithstanding the foregoing, Lessee may, upon thirty (30) days prior written notice to Lessor, assign this Lease without Lessor’s consent, to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company corporation with which Tenant Lessee may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) , to any corporation which is the successor corporation in the event parent or subsidiary of Lessee or to a corporate reorganization (a “Related Entity”)subsidiary of Lessee’s parent; provided, however, that (i) such Related Entity does assignment shall not use the Premises for affect or reduce any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided obligations of Lessee under this Lease and that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant Lessee shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityremain primarily liable hereunder.

ASSIGNMENT & SUBLETTING. Except for a “Permitted Transfer” (as provided hereinhereinafter defined), Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the prior consent of Landlord in each case, (i) make or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant’s interest in this Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant’s interest in this Lease, (iii) sublet the Leased Premises or permit anyone other than Tenant and its employees to occupy any part of the Leased Premises. Tenant shall seek such written consent of LandlordLandlord by a written request therefor, setting forth such information as Landlord may deem necessary. Tenant shall, by notice in writing, advise Landlord of Tenant’s intention from, on and after a stated date (which shall not be unreasonably withheldless than thirty [30] days after the date of Tenant’s notice), conditionedto assign this Lease or to sublet any part or all of the Leased Premises for the balance or any part of the Term. Tenant’s notice shall include all of the terms of the proposed assignment or sublease and shall state the consideration therefor. Tenant’s notice shall state the name and address of the proposed assignee or subtenant and a true and complete copy of the proposed assignment or sublease shall be delivered to Landlord with Tenant’s notice. No consent granted by Landlord shall be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Any assignment or transfer, grant of lien or encumbrance, or delayedoccupancy without Landlord’s prior written consent shall be void. As part Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a result of Tenant’s request for, and as a condition to, Landlord’s for consent to any such assignment or subleasesubletting, including reasonable legal costs. Except for a Permitted Transfer, in the event Tenant shall provide Landlord with financial statements for subleases the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce Leased Premises, or any such provision through specific performance portion thereof, or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assigns this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, with the consent of the Landlord need not at an annual Base Rent exceeding that stated herein, fifty percent (50%) of such excess shall be obtained if the assignment of the Lease is paid by Tenant to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least as Additional Rent hereunder within ten (10) days prior to after receipt by Tenant. Upon the effective date occurrence of an Event of Default by Tenant under this Lease, if all or any part of the proposed transferLeased Premises is then assigned or sublet, along with Landlord may, in addition to any other remedies provided by this Lease or provided by law, collect directly from the assignee or subtenant all applicable documentation and other information necessary for rents due to Tenant. Any collection directly by Landlord from the assignee or subtenant shall not be construed, however, to determine that constitute a novation or a release of Tenant from the requirements further performance of its obligations under this Lease. For the purpose of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.Landlord

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as "Transfers" and all or any of assignees, subtenants, licensees, and other such parties are referred to as "Transferees") without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 5.8, conditionedthis Lease may be assigned, or delayed. As part of Tenant’s request forthe Premises may be sublet, and as a condition toin whole or in part, Landlord’s consent after prior notice to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of stock or Tenant's assets of Tenant; will be transferred, or (ivii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the event greater of a corporate reorganization (a “Related Entity”); provided, however, that (i) the net worth of Tenant as of the date of such Related Entity does not use the Premises for any other use than the use permitted by this Leasecorporate transaction, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion as of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of this Lease and shall agree in writing with the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that be bound by all of the requirements terms and conditions of this Section 13 have been satisfied, including if applicable, Lease (all of the qualification of such proposed transferee foregoing being referred to as an affiliate of Tenant a "Permitted Transfer"). If Landlord or a Related Entity.Landlord affiliate either is then marketing or in good faith expects to market any space in the Xxxxx Xxxxx Office Park for lease, which might reasonably be viewed as

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall will not assign or in any manner transfer this Lease Agreement or sublet all or any estate or interest hereunder and shall not sublease portion of the Premises or any part thereof Site in contravention of this Agreement without the prior written consent of LandlordOwner, which shall consent will not be unreasonably withheld, delayed or conditioned. However, tenant may assign without the Owner's prior written consent to any party controlling, controlled by or delayed. As part under common control with Tenant provided that the assuming party has comparable credit quality to that of Tenant’s request for. An assignment, transfer or sublet by Tenant as described above will not relieve Tenant of any obligations or liability hereunder. Tenant may, upon notice to Owner, mortgage or grant a security interest in this Agreement and the Equipment and may assign this Agreement and the Equipment to any such Secured Parties or holders of security interests including their successors and assigns (hereinafter collectively referred to as a condition to"Secured Parties"). In such event, Landlord’s Owner shall execute such consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information leasehold financing as Landlord may reasonably requestbe required by Secured Parties. Owner agrees to notify Tenant and Tenant's Secured Parties simultaneously of any default by Tenant and to give Secured Parties the same right to cure any default as Tenant except that the cure period for any Secured Party shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgmentless than 10 business days after the receipt of the default notice. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in may assign this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, Agreement without the consent of the Landlord need not be obtained if the assignment of the Lease is Owner to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or to an entity which acquires Tenant's communications license from the Federal Communications Commission. In the event an assignment occurs as stated herein, the assuming party must have comparable credit quality to that of Tenant. If a Related Entitytermination, disaffirmance or rejection of the Agreement pursuant to any laws (including any bankruptcy or insolvency laws) by Tenant shall occur, or if Owner shall terminate this Agreement for any reason, Owner shall terminate this Agreement for any reason, Owner will give to the Secured Parties prompt notice thereof and Owner will give the Secured Parties the right to enter upon the Site during a 30-day period commencing upon the Secured Party's receipt of such notice for the purpose of removing any Equipment. Owner acknowledges that the Secured Parties shall be third-party beneficiaries of this Agreement.

ASSIGNMENT & SUBLETTING. Except as provided herein, A. Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the Landlord’s prior written consent of Landlordconsent, which in each instance shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parentassign, subsidiary transfer, hypothecate, mortgage, encumber, or affiliate of Tenantconvey, or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it; (ii) company with which Tenant may merge allow any transfer of, or consolidateany lien upon, Tenant’s interest in this Lease by operation of law; (iii) corporation that acquires all sublet the Premises in whole or substantially all of the shares of stock or assets of Tenant; in part or (iv) to allow the use or occupancy of any corporation which is the successor corporation in the event portion of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any a use other use than the use permitted Use or by this Leaseanyone other than Tenant or Tenant’s employees, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii)contractors, such Related Entity has a tangible net worth equal to subcontractors or greater than $10,000,000.00consultants. Landlord agrees that Tenant shall have the right, without Landlord’s consent, right to sublease sublet or license a assign all or any portion of the Premises to a Related Entity described in subsection (i) aboveany related entity or affiliate of Tenant, provided that such Related Entity does not use the Premises for by merger, acquisition, consolidation, or any other use than the use permitted by this Leasesuccessor company, without Landlord’s approval or consent. Tenant shall give Landlord provide written notice at least ten (10) days prior of any such assignment or sublease. Notwithstanding the foregoing, should any provision, rule or law governing Landlord’s consent to a sublease or assignment require Landlord to exercise reason in the effective date consideration of the granting or denying of consent, Landlord may take into consideration the business activity, reputation and creditworthiness of the proposed transfersubtenant or assignee; any required alteration of the Premises: the intended use of the Premises by the proposed subtenant or assignee; the estimated pedestrian and vehicular traffic in the Premises and to the Building which would be generated by the proposed subtenant or assignee; any potential environmentally hazardous activities engaged in by the proposed subtenant or assignee; provided further, along however, that if Landlord does not consent to a sublease or assignment to any subtenant or assignee which is a governmental agency, which is a present tenant in the Building, or with all applicable documentation and other information necessary for whom Landlord or its agents has discussed tenancy within the Building, same shall not be deemed to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitybe unreasonable.

ASSIGNMENT & SUBLETTING. Except as provided herein4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance, except to the extent otherwise permitted by the express terms located elsewhere in this Article. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant after notice and the expiration of any applicable cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting to the extent required under this Article. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A modification, amendment or extension of Landlord, which a sublease shall not be unreasonably withheld, conditioned, deemed a sublease. The listing of the name of a party or delayed. As part entity other than that of Tenant’s request for, and as a condition to, Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within thirty (30) days after Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and has actual notice thereof, at Tenant’s sole remedy shall be an action to enforce any such provision through specific performance expense, by filing the bond required by law, or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs otherwise, and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for paying any other use than the use permitted by this Leasenecessary sums, and (ii) with respect Tenant agrees to an assignment to a Related Entity described in subsections (ii) indemnify Landlord and (iii)its agents and hold them harmless from and against any and all claims, losses or liability resulting from such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises lien for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitybrokerage services rendered.

ASSIGNMENT & SUBLETTING. Except as provided herein4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and autstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished (other than in connection with an initial public offering of the equity interests in Tenant through a recognized over-the-counter stock exchange), and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A modification, amendment or extension of Landlord, which a sublease shall not be unreasonably withheld, conditioned, deemed a sublease. The listing of the name of a party or delayed. As part entity other than that of Tenant’s request for, and as a condition to, Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, Tenant shall provide Landlord with financial statements for whether or not actually performed, the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy same shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least discharged within ten (10) days prior thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to the effective date of the proposed transferindemnify Landlord and its agents and hold them harmless from and against any and all claims, along with all applicable documentation and other information necessary losses or liability resulting from such lien for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitybrokerage services rendered.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without Without the prior written consent of Landlord (which consent Landlord shall not unreasonably withhold, condition or delay, due consideration being given to the experience of the proposed assignee or subtenant in the conduct of businesses permitted by this Lease and also to the financial stature of such proposed assignee or subtenant), neither Tenant, nor Tenant’s legal representatives or successors in interest shall assign this Lease, by operation of law or otherwise, or sublet the whole or any part of the Leased Premises; and no assignment shall in any way release Tenant from its primary obligations to Landlord, which shall not be unreasonably withheld, conditioned, or delayedlimit or otherwise reduce its liability to Landlord. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsWithout limitation, the consent of the Landlord need not be obtained if the assignment of the Lease is to aterm “assign” as used herein, shall include: (i) parent, subsidiary an assignment of a part interest in this Lease or affiliate of Tenanta part interest in the Premises; and (ii) company with which Tenant may merge any merger, consolidation, transfer (singly or consolidate; (iiiin combination) corporation that acquires all of shares or substantially all interests constituting more than half of the total shares or interests outstanding or any other transaction the effect of stock which is directly or assets indirectly to transfer to any third party the benefits of this Lease, unless the successor would have an equal or greater net worth than Tenant in which case such transfer shall not be included in the term “assign”. Landlord shall consent to Tenant’s assignment of its rights under this Lease: (a) to a wholly owned subsidiary of Tenant; or (ivb) as security in favor of any bank or lending institution to secure any corporation which is loan or other financial accommodation by such bank or lending institution to Tenant, provided that such assignment shall not encumber, and shall remain subordinate to, the successor corporation interest of Landlord or Landlord’s mortgagee in the event Leased Premises and that such collateral assignment shall be consistent with the terms of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect provided, further, that Landlord and such mortgagee shall enter into a written agreement to an assignment that effect, in form reasonably satisfactory to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

ASSIGNMENT & SUBLETTING. Except as provided herein4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or in any manner transfer otherwise encumber this Lease Lease, or any estate sublet or interest hereunder and shall not sublease permit all or part of the Premises or any part thereof to be used by others, without the prior written consent of Landlord, which shall not be unreasonably withheldgranted or withheld in each instance in accordance with the terms of this Lease, conditionedsubject, however, to the provisions of Section 4.09 hereof. The transfer of a majority of the issued and outstanding capital stock of any corporate tenant or sublessee of this Lease or a majority of the total interest in any partnership tenant or sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or delayed. As if the Premises or any part thereof is underlet or occupied by any person or entity other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of TenantTenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s request forprior written consent in each instance, and as except in accordance with the terms of this Lease. A modification, amendment or extension of a condition to, sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, Tenant whether or not actually performed, the same shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and discharged within twenty (20) days thereafter, at Tenant’s sole remedy shall be an action to enforce any such provision through specific performance expense, by filing the bond required by law, or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs otherwise, and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for paying any other use than the use permitted by this Leasenecessary sums, and (ii) with respect Tenant agrees to an assignment to a Related Entity described in subsections (ii) indemnify Landlord and (iii)its agents and hold them harmless from and against any and all claims, losses or liability resulting from such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises lien for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitybrokerage services rendered.

ASSIGNMENT & SUBLETTING. Except as provided herein4.01 Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise, Tenant shall assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance, which consent shall not assign be unreasonably withheld, denied or delayed in accordance with Section 4.07 herein. Subject to the provisions of Section 4.09 hereof, the transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall be deemed an assignment of this Lease or of such sublease. The transfer of issued and outstanding capital stock, for purposes of this Article, shall not sublease include the public sale of such stock (i) by persons who are not those deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as amended, and which sale is (ii) effected through the "over-the-counter market" or through any legitimate stock exchange recognized in the United States. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting, as provided herein. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance, as provided herein. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord, which shall not be unreasonably withheld, conditioned's consent to any assignment or sublease to, or delayedoccupancy of the Premises by, such party or entity. As If any lien is filed against the Premises or the Building of which the same form a part of Tenant’s request for, and as a condition to, Landlord’s consent for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, Tenant shall provide Landlord with financial statements for whether or not actually performed, the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy same shall be an action to enforce any such provision through specific performance discharged within twenty-five (25) days after Tenant receives or declaratory judgment. Tenant shall reimburse Landlord for its has actual reasonable costs notice thereof, at Tenant's expense, by filing the bond required by law, or otherwise, and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for paying any other use than the use permitted by this Leasenecessary sums, and (ii) with respect Tenant agrees to an assignment to a Related Entity described in subsections (ii) indemnify Landlord and (iii)its agents and hold them harmless from and against any and all claims, losses or liability resulting from such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises lien for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitybrokerage services rendered.

ASSIGNMENT & SUBLETTING. Except as provided hereinTenant, Tenant voluntary or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, mortgage or any estate otherwise encumber or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”) and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s Any Transfer without such consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs null and expenses incurred in connection with such assignment or sublease requestvoid and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of Tenant’s assets or stock or assets of Tenant; will be transferred, or (ivii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the event greater of a corporate reorganization (a “Related Entity”); provided, however, that the net worth of Tenant (i) as of the date of such Related Entity does not use the Premises for any other use than the use permitted by this Leasecorporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a (“Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to an assignment a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Related Entity described Transfer to any of the following: (i) a tenant in subsections the Building or any other building owned, managed or controlled by Landlord provided that Landlord has space available for such party; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord provided that Landlord (or any such affiliate) has space available for such party; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant intends to Transfer more than one-third (1/3) of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that such transfer was to be effective and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (30) days after Landlord’s receipt of such notice from Tenant. In such event, all lobbies, elevators, restrooms and other facilities that are necessary for the use and occupancy of the recaptured premises shall constitute common areas and Landlord shall be entitled to the use of such areas in common with Tenant. Tenant, however, shall have the right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant makes a Transfer hereunder, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (iiiy) Tenant’s reasonable out-of-pocket costs to procure the Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess within thirty (30) days after Tenant’s receipt thereof. A consent required from Landlord under this Section 5.8 with respect to a particular Transfer may be deemed given in accordance with the following procedure. Tenant shall provide an initial written notice to Landlord (which shall include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWENTY DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 XXXXX STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such request within twenty (20) days after delivery to Landlord, Tenant shall provide another written notice to Landlord (which shall also include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 XXXXX STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such second notice within five (5) Business Days after delivery to Landlord, then the consent required from Landlord with respect to such Transfer (but not any future Transfer) shall be deemed given. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other commercially reasonable out-of-pocket expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease. The amount of such fees and expenses shall not exceed Two Thousand Five Hundred Dollars ($2,500) with respect to any single Transfer, such amount to be subject to commercially reasonable increase upon the commencement of the fifth (5th) Lease Year of the Term. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Related Entity has a tangible net worth equal Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or greater than $10,000,000.00. Landlord agrees that Tenant attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall have the rightso provide, without Landlordrelieving or modifying Tenant’s consentliability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to sublease acknowledge such liability. Following a default by Tenant (subject to any applicable notice and cure periods), Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or license collection shall be deemed a portion waiver of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements provisions of this Section 13 have been satisfied5.8, including if applicableor the acceptance of the Transferee as a tenant, the qualification of such proposed transferee as an affiliate or a release of Tenant or from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a Related Entityparticular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer.

ASSIGNMENT & SUBLETTING. Except as provided hereinTenant, Tenant voluntary or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, mortgage or any estate otherwise encumber or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”) and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s Any Transfer without such consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs null and expenses incurred in connection with such assignment or sublease requestvoid and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of Tenant’s assets or stock or assets of Tenant; will be transferred, or (ivii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the event greater of a corporate reorganization (a “Related Entity”); provided, however, that the net worth of Tenant (i) as of the date of such Related Entity does not use the Premises for any other use than the use permitted by this Leasecorporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a (“Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to an assignment a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Related Entity described Transfer to any of the following: (i) a tenant in subsections the Building or any other building owned, managed or controlled by Landlord provided that Landlord has space available for such party ; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord provided that Landlord (or any such affiliate) has space available for such party; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class laboratory building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant intends to Transfer more than one-third (1/3) of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that such transfer was to be effective and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (30) days after Landlord’s receipt of such notice from Tenant. In such event, all lobbies, elevators, restrooms and other facilities that are necessary for the use and occupancy of the recaptured premises shall constitute common areas and Landlord shall be entitled to the use of such areas in common with Tenant. Tenant, however, shall have the right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant makes a Transfer hereunder, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (iiiy) Tenant’s reasonable out-of-pocket costs to procure the Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess within thirty (30) days after Tenant’s receipt thereof. A consent required from Landlord under this Section 5.8 with respect to a particular Transfer may be deemed given in accordance with the following procedure. Tenant shall provide an initial written notice to Landlord (which shall include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWENTY DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 610 LINCOLN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such request within twenty (20) days after delivery to Landlord, Tenant shall provide another written notice to Landlord (which shall also include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 610 LINCOLN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such second notice within five (5) Business Days after delivery to Landlord, then the consent required from Landlord with respect to such Transfer (but not any future Transfer) shall be deemed given. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other commercially reasonable out-of-pocket expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease. The amount of such fees and expenses shall not exceed Two Thousand Five Hundred Dollars ($2,500) with respect to any single Transfer, such amount to be subject to commercially reasonable increase upon the commencement of the fifth (5th) Lease Year of the Term. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Related Entity has a tangible net worth equal Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or greater than $10,000,000.00. Landlord agrees that Tenant attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall have the rightso provide, without Landlordrelieving or modifying Tenant’s consentliability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to sublease acknowledge such liability. Following a default by Tenant (subject to any applicable notice and cure periods), Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or license collection shall be deemed a portion waiver of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements provisions of this Section 13 have been satisfied5.8, including if applicableor the acceptance of the Transferee as a tenant, the qualification of such proposed transferee as an affiliate or a release of Tenant or from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a Related Entityparticular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer.

ASSIGNMENT & SUBLETTING. Except as provided herein, A. Assignment and Subleasing by Tenant. Tenant shall not have the right to sublease or assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the Landlord's prior written consent and any attempt to do so shall constitute a material breach of Landlordthis Lease. If, which shall not be unreasonably withheldhowever, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent Landlord consents to such assignment or any sublease, Tenant shall provide pay to Landlord, in addition to all rents and charges hereunder, 50% of any Base Rent, after all costs, paid by such sublessee in excess of the Base Rent due under this Lease. Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld withhold its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in subletting to an assignee who is wholly owned subsidiary company of Tenant or a company which on the date of execution of this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or owns substantially all of the shares of outstanding stock or assets of Tenant; , or a company which results from the reconstruction, consolidation, amalgamation or merger of Tenant, or a General Partnership in which Tenant has a substantial interest (iv) collectively called "Exempt Entities"), or to any corporation other reputable entity which is financially secure and not inconsistent with the successor corporation in character of the event Building and the other tenants. Further, Landlord's consent shall not be required for Exempt Entities, Landlord shall not unreasonably withhold its approval, and Landlord shall provide written notice of its rejection of a corporate reorganization (a “Related Entity”); providedproposed subtenant within 10 days of Tenants notice, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of otherwise the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitywill be deemed approved. REFER TO GENERAL ADDENDUM ITEM NO. 5.

ASSIGNMENT & SUBLETTING. Except as provided hereinset forth below, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not may be unreasonably withheldwithheld in the sole discretion of Landlord, conditionedneither Tenant nor Tenant’s legal representatives or successor(s) in interest will assign, pledge, encumber, mortgage or otherwise transfer (any such action to “assign” or an “assignment”) this Lease, by operation of law or otherwise, or delayed. As sublet the whole or any part of the Premises, or permit the Premises to be used by any other than Tenant’s request for, and as except for a condition to, Landlord’s consent to such “Permitted Assignment.” A Permitted Assignment shall mean an assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with the sale or disposition of Burlington Telecom and its assets via an arms-length transaction as set forth in an agreement and approved by the Public Service Board of the State of Vermont. Any consent by Landlord to any other act of assignment or subletting applies only to the specific transaction authorized. Such consent will not be construed as a waiver of the duty of Tenant, or the legal representatives or assigns of Tenant, to obtain from Landlord consent to any other or subsequent assignment or subletting, or as modifying or limiting the rights of Landlord under the foregoing covenant by Tenant not to assign or sublet without such consent. No other such assignment will be binding unless and until the assignee or sublease requestsubtenant will deliver to Landlord a fully executed duplicate original of this Lease. Notwithstanding anything in this Lease Landlord consents to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent sub-leasing of the Landlord need not be obtained if Leased Premises to the assignment City of Burlington d/b/a Burlington Telecom for the use of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all facilities for the operation of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this LeaseBurlington Telecom System, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license sub-subleasing by the City of Burlington of a portion of the Premises to a Related Entity described for use as office space. Any purported assignment in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements violation of this Section 13 have been satisfiedis voidable at Landlord’s election. Any purported assignment or attempted assignment in violation of this Section will constitute an Event of Default for which no notice nor grace period need be given. Tenant is and remains fully liable for all of Tenant’s obligations under this Lease notwithstanding any permitted assignment or sublet of all or a portion of the Premises. Any violation of any provision of this Lease, including if applicablewhether by act or omission, the qualification by any assignee, sublessee or undertenant or occupant, is deemed a violation of such proposed transferee provision by Tenant, it being the intention and meaning of the parties that Tenant will assume and be liable, jointly and severally, to Landlord for any and all acts and omissions of any and all assignees, sublessees, undertenants or occupants of Tenant. If this Lease be assigned, Landlord may and is empowered to collect Minimum Base Rent, Operating Expenses, additional rent and any and all other charges, fees or penalties of any nature as an affiliate provided in this Lease for payment by Tenant from the assignee. If the Premises or any part thereof be underlet or occupied by any person other than Tenant, Landlord, in the event of Tenant’s default, may, and is empowered to, collect rent from the undertenant or occupant; in either of such events Landlord will apply the net amount received by it to the rent in this Lease reserved, but no such collection is deemed a waiver of the covenant tin this Lease against assignment and underletting, or the acceptance of the assignee, under Tenant or occupant as Tenant, or a release of Tenant or a Related Entityfrom the further performance of the covenants in this Lease contained on the part of Tenant.

ASSIGNMENT & SUBLETTING. Except as provided hereinTenant, Tenant for itself, its legal representatives, successors and assigns, expressly covenants that it shall not assign assign, mortgage or in any manner transfer encumber this Lease or any estate of its rights or interest hereunder and shall not sublease the Premises or any part thereof estates hereunder, without the prior written consent of the Landlord, which consent will not be unreasonably withheld, conditioned, or delayed, provided that the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor sublet the Demised Premises or any part thereof, or suffer or permit, the Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. As part The prohibition against assignments shall include assignments by operation of Tenant’s request forlaw. The restriction upon Tenant assigning or transferring its interest in this Lease shall apply to any such assignment or transfer which results from the sale or transfer of all or a controlling interest of the stock or beneficial interest in Tenant or from the consolidation or merger of Tenant with any other person or from bankruptcy, and as a condition toreorganization insolvency, dissolution or liquidation of Tenant by operation of law or otherwise. Landlord’s consent to such an assignment or subleasesubletting shall not, in any way, be construed to relieve Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its from obtaining Landlord’s express written consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such further assignment or sublease requestsubletting. Notwithstanding anything in this Lease In no event shall any permitted sublessee or assignee sublet or assign or otherwise suffer or permit the sublet space, or any part thereof, to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary used or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted occupied by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the rightothers, without Landlord’s consentprior written consent in each instance, to sublease granted or license a portion of withheld in accordance with the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements terms of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityArticle 45.

ASSIGNMENT & SUBLETTING. Except as provided herein, 15.1 Tenant shall not assign assign, transfer, mortgage or in any manner transfer encumber this Lease or any estate or interest hereunder and shall not sublease sublet the Premises without obtaining the prior written consent of Landlord, nor shall any assignment or any part thereof transfer of this Lease be effectuated by operation of law or otherwise without the prior written consent of Landlord, which shall not in any such case, such consent may be unreasonably withheldwithheld in the sole and absolute subjective discretion of Landlord. In the event that Tenant desires to assign this Lease, conditionedsublet the Premises, or delayed. As permit occupancy or use of the Premises or any part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment thereof by another party or subleaseparties, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and thirty (30) days advance written notice of Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such bona fide proposed assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent subletting of all or any part of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00Premises. Landlord agrees that Tenant shall have the right, without Landlord’s consentat its option during said thirty (30) day period, to sublease (a) release Tenant from this Lease for such space, (b) sublet all or license a portion any part of the Premises from Tenant at the same rental Tenant is paying Landlord, with the right to further sublease such space or (c) refuse to consent to Tenants assignment or subletting of such space and to continue this Lease in full force and effect as to the entire Premises. The consent by Landlord to any assignment, transfer, or subletting to any party other than Landlord shall not be construed as a Related Entity described in subsection (i) above, provided that such Related Entity does not use waiver or release of Tenant from the Premises for terms of any other use than the use permitted by covenant or obligation under this Lease, nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall such assignment or subletting be construed to relieve Tenant from giving Landlord said thirty (30) day notice, nor from obtaining the consent in writing of Landlord to any further assignment or subletting (which consent may be withheld in the sole and absolute discretion of Landlord). In the event that Tenant shall give defaults hereunder Tenant hereby assigns to Landlord written notice at least ten (10) days prior any and all rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Without limiting the effective date generality of the proposed transferforegoing, along if Landlord consents to an assignment or sublease pursuant to this Article 15, Landlord may condition its consent upon the entry by such transferee into an agreement (in form and substances satisfactory to Landlord) with Landlord, by which such transferee assumes all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityTenant’s obligations hereunder.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as “Subleases” and all or any of assignees, subtenants, licensees, and other such parties are referred to as “Subtenants”) without obtaining, on each occasion, the prior written consent of the Landlord, which . Landlord’s consent to a proposed sublease shall not be unreasonably withheld, conditionedit being understood that (i) Landlord may consider, or delayedamong other things, whether the proposed subtenant is a reputable organization that will not detract from the first-class character of the Building and Project, and (ii) the proposed sublease must comply with all other provisions of this Lease (including, without limitation, this Section 5.9), must not alter Landlord’s rights under the Lease, and must not impose any additional obligation on Landlord. As part A Sublease shall include, without limitation, any transfer of Tenant’s request forinterest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation, and as the transfer or sale of a condition tocontrolling interest in Tenant, whether by sale of its capital stock or otherwise. Unless Landlord’s consent specifically provides otherwise with respect to such assignment or subleasea particular proposed Subtenant, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled offer to receive monetary damages based upon make or make a claim that Landlord unreasonably withheld its consent Sublease to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to afollowing: (i) parent, subsidiary or affiliate of Tenanta tenant in the Project; (ii) company any party with which Tenant may merge whom Landlord, the landlord of Phase 1, or consolidateany other affiliate of Landlord is then negotiating (or has negotiated within the previous nine (9) months) with respect to space in the Project; (iii) corporation that acquires all any entity owned by, owning, or substantially all of the shares of stock affiliated with, directly or assets of Tenantindirectly, any tenant or party described in clauses (i) and (ii) hereof; or (iv) any party which would be of such type, character or condition as to any corporation which is the successor corporation be inappropriate, in the event of Landlord’s judgment, as a corporate reorganization (tenant for a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00first class office building. Landlord agrees that Tenant shall have the rightnot, without Landlord’s consentapproval, to sublease enter into any Sublease of all or license a any portion of the Premises unless the aggregate rent and other charges payable to Tenant under such Sublease equal or exceed the then prevailing fair market rent rate for such space. Tenant’s request for consent to a Related Entity described Sublease shall include a copy of the proposed Sublease instrument, if available, or else a statement of the proposed Sublease in subsection detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Subtenant. Landlord shall have the option (ibut not the obligation) above, provided that such Related Entity does not use to terminate the Lease with respect to the portion of the Premises for any other use than which Tenant proposes to Sublease effective upon the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation Sublease and other information necessary continuing for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification proposed term thereof by giving Tenant notice of such proposed transferee termination within 30 days after Landlord’s receipt of Tenant’s request. If Landlord exercises such option, Tenant shall be released from all obligations and liabilities under the Lease with respect to said portion of the Premises effective as an affiliate of Tenant or a Related Entity.the termination

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as “Subleases” and all or any of assignees, subtenants, licensees, and other such parties are referred to as “Subtenants”) without obtaining, on each occasion, the prior written consent of the Landlord, which . Landlord’s consent to a proposed sublease shall not be unreasonably withheld, delayed, or conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, it being understood that (i) such Related Entity does Landlord may consider, among other things, whether the proposed subtenant is a reputable organization which will not use detract from the Premises for any other use than first-class character of the use permitted by this LeaseBuilding and Project, and (ii) the proposed sublease must comply with respect all other provisions of this Lease (including, without limitation, this Section 5.9), must not alter Landlord’s rights under the Lease, and must not impose any additional obligation on Landlord. Subject to an assignment the terms and conditions regarding a Permitted Transfer, a Sublease shall include, without limitation, any transfer of Tenant’s interest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation, and the transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise. Notwithstanding the foregoing, the following transactions (each, a “Permitted Transfer” to a Related Entity described “Permitted Transferee”) shall not require consent of Landlord (and shall not be subject to the recapture and profit sharing provisions set forth below) provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in subsections fact one of the following (ii) and (iii)provided further that the proposed Sublease complies with all other provisions of this Lease, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the rightincluding, without limitation, this Section 5.9, does not alter Landlord’s consentrights under the Lease, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity and does not use the Premises for impose any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.additional obligation on Landlord):

ASSIGNMENT & SUBLETTING. Except as provided herein4.01 Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any corporate tenant (excluding, however, the transfer of stock effected through the "over-the-counter market" or through any recognized stock exchange) or a majority of the total interest in any partnership tenant, however accomplished, and whether in a single transaction or in any manner transfer a series of related or unrelated transactions, the conversion Tenant to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant, shall be deemed an assignment of this Lease or any estate of such sublease, consent to which shall be granted or interest hereunder and shall not sublease withheld by Landlord in accordance with the provisions of this Article. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord, which shall not be unreasonably withheld, conditioned's consent to any assignment or sublease to, or delayedoccupancy of the Premises by, such party or entity. As If any lien is filed against the Premises or the Building of which the same form a part of Tenant’s request for, and as a condition to, Landlord’s consent for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, Tenant shall provide Landlord with financial statements for whether or not actually performed, the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy same shall be an action to enforce any such provision through specific performance discharged within twenty (20) days thereafter, at Tenant's expense, by filing the bond required by law, or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs otherwise, and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for paying any other use than the use permitted by this Leasenecessary sums, and (ii) with respect Tenant agrees to an assignment to a Related Entity described in subsections (ii) indemnify Landlord and (iii)its agents and hold them harmless from and against any and all claims, losses or liability resulting from such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises lien for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitybrokerage services rendered.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder The identity and shall not sublease financial position of the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent a material consideration of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by entering into this Lease. Tenant shall give Landlord not, directly or indirectly, assign or sublet under this Lease or any part thereof, nor permit all or any part of the Premises to be used or occupied by another, without first obtaining the written notice at least ten (10) days prior consent of Landlord. Any assignment or subletting made without such Landlord’s consent, shall be voidable by Landlord. Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. To be effective, any assignment or sublease must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other person shall neither be deemed to be a waiver of any of the provisions of this Lease nor be deemed to be a consent to the effective date assignment of this Lease or subletting of the proposed transferPremises. If Landlord shall consent to any assignment or subletting, along with the assignee/subtenant shall assume all applicable documentation obligations of Tenant hereunder and other information necessary for neither Tenant nor any assignee/subtenant shall be relieved of any liability hereunder in the performance of any of the terms, covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to determine any assignment or subletting of this Lease, Tenant shall pay, as Additional Rent, all of Landlord’s administrative costs, overhead, reasonable attorneys’ fees and processing costs incurred by Landlord in connection therewith regardless of whether or not Landlord consents to any such assignment or subletting. Tenant hereby acknowledges and agrees that the requirements of this Section 13 have been satisfied, including if applicable, the qualification acceptance of such fees by Landlord shall not constitute a consent by Landlord to the proposed transferee as an affiliate of Tenant assignment, transfer or a Related Entitysublease.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign assign, transfer, mortgage or in any manner transfer encumber this Lease or sublet the Leased Premises without obtaining the prior written consent of Landlord, nor shall any estate assignment or interest hereunder and shall not sublease the Premises or any part thereof transfer of this Lease be effectuated by operation of law without the prior written consent of Landlord, which consents described herein shall not be unreasonably withheld. Exception: Without prior written consent, conditionedLandlord will agree to permit the Tenant to assign its rights and obligations under this Lease to an entity purchasing Tenant, or delayed. As part of Tenantto a succeeding Tenant via a merger, provided the Tenant satisfy the following conditions: (1) No Default shall exist; (2) The Tenant is selling to an unrelated third party in a bona fide arm’s request forlength transaction; (3) Successor tenant shall have net assets greater than (>) $50,000,000.00; (4) Tenant shall have paid all costs and expenses in connection with any such assignment, and as a condition to, including Landlord’s consent reasonable attorney’s fees and expenses. In the event that Tenant desires to such assignment assign this Lease, sublet the Leased Premises, or subleasepermit occupancy or use of the Leased Premises or any part thereof by another party or parties, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and thirty (30) days advance written notice of Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such bona fide proposed assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent subletting of all or any part of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00Leased Premises. Landlord agrees that Tenant shall have the right, without Landlord’s consentat its option during said thirty (30) day period, to sublease (a) release Tenant from this Lease, (b) sublet all or license a portion any part of the Leased Premises from Tenant at the same rental Tenant is paying Landlord, with the right to further sublease or, (c) refuse to consent to Tenant’s assignment or subletting and to continue this Lease in full force and effect as to the entire Leased Premises. The consent by Landlord to any assignment, transfer, or subletting shall not be construed as a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for waiver or release of Tenant from any other use than the use permitted by covenant or obligation under this Lease. , nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall give such assignment or subletting be construed to relieve Tenant from giving Landlord written notice at least ten said thirty (1030) days prior notice, nor from obtaining the consent in writing of Landlord to any further assignment or subletting (which consent may be withheld in the effective date sole and absolute discretion of Landlord). In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord any and all rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Without limiting the generality of the proposed transferforegoing, along with all applicable documentation and other information necessary for if Landlord consents to determine that the requirements of an assignment or sublease pursuant to this Section 13 have been satisfied15, including if applicableLandlord may condition its consent upon the entry by such transferee into an agreement (in form and substances satisfactory to Landlord) with Landlord, the qualification by which such transferee assumes all of such proposed transferee as an affiliate of Tenant or a Related EntityTenant’s obligations hereunder.

ASSIGNMENT & SUBLETTING. Except as provided hereinTenant, Tenant voluntary or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, mortgage or any estate otherwise encumber or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as "Transfers") and all or any of assignees, transferees, licensees, and other such parties are referred to as "Transferees") without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part Any Transfer without such consent shall be null and void and of no effect whatsoever. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged or consolidated or to any corporation or entity to which all or substantially all of the Tenant's assets will be transferred, or (ii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant’s request for, provided in all such cases the surviving corporation or entity (which, in the event of a merger, shall mean the combined post-merger entity) shall provide reasonable evidence that it has a creditworthiness at least equal to the net worth of Tenant as of the date of this Lease (which, with respect to an affiliate or subsidiary of Tenant, shall mean the creditworthiness of such Transferee either on its own or in combination with Tenant so long as Tenant remains liable under this Lease pursuant to the terms hereof) and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide ("Permitted Transfer"). Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall will not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld unreasonable in withholding its consent to a proposed transfer Transfer to any of the following: (i) a tenant in the Building; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord's reasonable judgment, as a tenant for a first class office building. Tenant's request for consent to a third party Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant makes a Transfer hereunder, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s sole remedy 's costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (y) Tenant's reasonable out-of-pocket costs to procure the Transfer (including without limitation tenant improvement costs, attorneys' fees, brokers' commissions, tenant allowances, free rent allowances and costs paid to Landlord) amortized on a straight-line basis over the Term of the Transfer, Tenant shall be an action pay to enforce any Landlord, as Additional Rent, fifty percent (50%) of the amount of such provision through specific performance or declaratory judgmentexcess. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, then Landlord and Tenant shall mutually and reasonably agree upon the amount of such rent and other charges. Tenant shall reimburse Landlord for its actual pay to Landlord, as Additional Rent, Landlord's reasonable costs legal fees and other expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees (provided, however, that such assignment or sublease requestfees and expenses shall not exceed Two Thousand Dollars ($2,000) for any single proposed Transfer). Notwithstanding anything in any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the contraryPremises (or any part thereof), so long as Tenant is not in default such Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant's agreements under this Lease beyond (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant's liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Landlord may, after a default by Tenant under this Lease that continues after the expiration of applicable notice and cure periods, collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the provisions of this Section 5.8, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant's covenants hereunder. The consent by Landlord to a particular Transfer shall not relieve Tenant from the requirement of obtaining the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityfurther Transfer.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate sublet or interest hereunder and shall not sublease license the Premises or any part portion thereof (or advertise the Premises for assignment or subletting) or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are sometimes collectively referred to as an "assignment") without obtaining, or each occasion, the prior written consent of Landlord, the Landlord which consent shall not be unreasonably withheld, conditioned, withheld or delayed. As part Tenant's request for consent to any such assignment shall include (i) a description of Tenant’s request forthe proposed tenant and the nature of its business and (ii) a copy of such proposed tenant's most recent profit and loss statement and balance sheet prepared according to generally accepted accounting principles and certified by an officer of such proposed tenant, (iii) a description of all of the terms of the proposed assignment, and as (iv) a condition tocopy of the proposed instrument of assignment or sublease. In the event of the proposed assignment or subletting or licensing of the whole or any portion of the Premises, Landlord’s consent Landlord shall have the right in lieu of consenting to such assignment or subleasesubletting or licensing, to terminate the Lease upon ninety (90) days prior written notice to Tenant, provided that upon receipt of such notice, Tenant may withdraw its request for consent, in which event this Lease shall continue in full force and effect. In the event of such termination Tenant shall be released of all further obligation, hereunder as of the date of termination. If Tenant does not make an assignment hereunder, and if the aggregate rent and other charges payable to Tenant under such assignment less the out of-pocket costs to Tenant of such transaction exceed the rent and other charges paid hereunder, Tenant shall provide Landlord with financial statements for pay to Landlord, as additional rent on a monthly basis one hundred percent (100%) of the proposed transferee and amount of such other information as Landlord may reasonably requestexcess. Tenant shall not be entitled pay to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party Landlord, as additional rent, Landlord's reasonable legal fees and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and other expenses incurred in connection with any proposed assignment, including fees for review of documents. Notwithstanding any such assignment, the original Tenant named herein shall remain directly and primarily obligated under this Lease. If an assignment occurs, Landlord may, at any time and from time to time require that such assignee, subtenant, licensee or occupant (collectively, an "assignee") agree directly with Landlord to be liable, jointly and severally with Tenant, for the performance of all. of Tenant's agreements under this lease (including without limitation payment of rent). Landlord 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 sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent collection shall be deemed a waiver of the Landlord need not be obtained if provisions of this Section or the assignment acceptance of the Lease is to a: (i) parentassignee as a Tenant, subsidiary or affiliate a release of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all from direct and primary liability for the further performance of covenants on the shares part of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted Tenant herein contained. The consent by this Lease, and (ii) with respect Landlord to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that shall not relieve Tenant shall have from obtaining the right, without Landlord’s consent, to sublease or license a portion express consent of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityany further assignment.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all of the foregoing actions are sometimes collectively referred to as a “transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. So long as Tenant remains liable under this Lease, the financial condition of the proposed transferee shall not be a factor in granting the consent regarding a proposed transfer. A transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease by operation of law, merger or delayed. As consolidation of Tenant into any other firm or corporation, the transfer or sale of a controlling interest in Tenant whether by sale of its capital stock or otherwise or any liquidation of Tenant or a substantial part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or subleaseassets. Notwithstanding the foregoing, Tenant shall provide Landlord with financial statements for have the proposed transferee right to sublease all or any portion of the Premises, or assign all of the Premises, and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and all of Tenant’s sole remedy shall be an action rights under this Lease, including, without limitation, the Right of First Offer, the Right of First Refusal, the option to enforce extend, and all parking and signage rights, to any such provision through specific performance subsidiary affiliate, or declaratory judgment. parent of Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred or any successor entity or person by merger, consolidation, or to any entity or person in connection with the sale to such assignment entity or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent person of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares assets or stock of stock or assets of Tenant; or Tenant (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (each, a “Related EntityPermitted Transferee”); provided, howeverwhether or not there may be a change in Tenant’s name, that without having to secure Landlord’s approval therefore (i) such Related Entity does not use each, a “Permitted Transfer”). In the Premises for any other use than the use permitted by this Lease, and (ii) with respect to case of an assignment to any of the foregoing types of entities, the assignee must have a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have Tenant’s net worth at the right, without Landlord’s consent, to sublease or license a portion time of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by execution of this Lease. Tenant shall give not offer to make or enter into negotiations with respect to a transfer to any tenant (or any affiliate of such tenant) in the Building or in Ledgemont Center unless Landlord does not have comparable space available within Ledgemont Center; (ii) any party with whom, to Tenant’s knowledge, Landlord is then negotiating with respect to space in the Building or elsewhere in Ledgemont Center unless Landlord does not have comparable space available within Ledgemont Center; or (iii) any party which would be of such type, character or condition as to be inappropriate as a tenant for a first class office building. Other than Permitted Transfers, if Tenant proposes a transfer of this Lease or a sub-letting of more than 50% of the Premises for the remaining Term, Landlord may elect by written notice at least ten to Tenant to terminate this Lease with respect to the portion of the Premises proposed to be subleased, or to terminate the Lease in its entirety in the event of a proposed assignment, in which event this Lease shall terminate as to the affected space as of the date set forth in Landlord’s notice, which date shall be no sooner than ninety (1090) days prior nor later than one hundred eighty (180) days after the date of such notice. If Tenant does transfer with Landlord’s consent, and if the consideration, rent, or other charges payable to Tenant under such transfer exceed the rent and other charges to be paid hereunder (prorated based on floor area in the case of a subletting, license or other occupancy of less than the entire floor area of the Premises in question and after deducting the costs associated with the transfer, as more particularly described hereafter), then Tenant shall pay to Landlord, as additional rent, fifty percent (50%) of the amount of such excess when and as received. In calculating any excess rent payable by Tenant to Landlord pursuant to this provision, Tenant shall first be entitled to deduct (a) improvement allowances or other economic concessions granted by Tenant to the effective date assignee or sublessee; (b) all reasonable costs incurred by Tenant to advertise the subject portion of the Premises for assignment or sublease; (c) reasonable brokerage commissions and/or legal fees paid by Tenant in connection with the assignment or sublease; and (d) all other reasonable costs incurred by Tenant in connection with the assignment or sublease. Notwithstanding any transfer of this Lease, Tenant’s liability to Landlord shall in all events remain direct and primary. In the case of any requested consent to a transfer, Tenant shall deliver to Landlord at the time thereof (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, along and (ii) a written agreement of the assignee, sub-tenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all applicable documentation of the terms, covenants and conditions of this Lease. Tenant shall pay to Landlord, as additional rent, Landlord’s reasonable out-of-pocket attorneys’ fees in reviewing any transfer contemplated by this Section, whether or not Landlord consents to the same. Any transferee of all or a substantial part of Tenant’s interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). At any time Tenant is in default, Landlord may collect rent and other information necessary for Landlord charges from such transferee (and upon notice such transferee shall pay directly to determine that Landlord) and apply the requirements net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section 13 have been satisfiedSection, including if applicable, or the qualification acceptance of such proposed the transferee as an affiliate a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any transfer shall not relieve Tenant from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a Related Entityfurther assignment, subletting, license or occupancy; nor shall Landlord’s consent alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate.

ASSIGNMENT & SUBLETTING. Except as provided herein, The Tenant shall not assign this Lease, or sublet the Premises, or any part thereof, without Landlord's prior written consent which consent shall not be unreasonably withheld or delayed. Prior to any sublease or assignment, Tenant shall first notify Landlord in any manner transfer writing of its election to sublease all or a portion of the Premises or to assign this Lease or any estate interest thereunder. At any time within fifteen (15) days after said notice, Landlord shall notify Tenant that it consents or interest hereunder and refuses to consent to the sublease or assignment. A failure by Landlord to respond within such fifteen (15) day period shall be deemed to be a consent. Any assignment or subletting shall not sublease the Premises or any part thereof without the prior written consent release Tenant of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default liability under this Lease beyond applicable notice and cure periodsnor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Notwithstanding the foregoing, no consent of the Landlord need not be obtained if the assignment is required for Tenant to assign, sublet or otherwise transfer (by operation of the law or otherwise) this Lease is to aor any of its rights hereunder: (ia) parentto any person, subsidiary corporation, partnership or affiliate of Tenant; (ii) company with other entity which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock business or assets of Tenant or stock in Tenant; , or (ivb) to any corporation person, corporation, partnership or other entity which controls, is controlled by or is under common control with Tenant, or (c) in connection with any merger, consolidation or reorganization of Tenant with or into another entity. In each of such events (except only where, as a result of a merger, consolidation or reorganization of Tenant, Tenant ceases to exist as a separate and distinct legal entity), Tenant shall remain liable on this Lease for the successor corporation entire Term hereof (including any extension periods), and Tenant shall in no way whatsoever be relieved of any liability for performance of any of the terms, conditions, covenants and agreements contained herein to be performed by Tenant upon such assignment, transfer or conveyance. Notwithstanding the foregoing, in the event that as a result of a corporate proposed merger, consolidation or reorganization (of Tenant, it is contemplated that Tenant shall cease to exist as a “Related Entity”); providedseparate and distinct legal entity, howeverthen in such event Tenant's successor or surviving entity shall, that as a precondition to the assignment of Tenant's rights in and to the Lease in connection with any such merger, consolidation or reorganization of Tenant, (i) such Related Entity does not use assume, in a writing reasonably acceptable to Landlord, all of the Premises for any other use than obligations of Tenant under the use permitted by terms of this Lease, and (ii) cause Net2000 Communications Group, Inc., if it shall be a surviving entity, and if not, another entity with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal not less than the net worth of said Net2000 Communications Group, Inc. to guaranty the obligations of said successor or greater than $10,000,000.00. surviving entity under the Lease; and upon the receipt by Landlord agrees that Tenant of such assumption agreement and such guaranty, the transferring tenant shall have be relieved of any further liability for the right, without Landlord’s consent, to sublease or license a portion performance of any of the Premises to a Related Entity described in subsection (i) aboveterms, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transferconditions, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.covenants and

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not may assign or in any manner transfer this Lease or sublet all or any estate or interest hereunder and shall not sublease portion of the Premises or to any part thereof entity that is owned at least seventy-five percent (75%) by Lithia Motors, Inc. without the prior consent of, but with prior written notice to, Landlord. Tenant may so assign or sublet to any other party only with the prior consent of Landlord, which consent shall not unreasonably be unreasonably withheld, conditioned, withheld or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such delayed if the proposed assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred subletting is in connection with the sale of the business located on the Premises, subject to Section 20.18, but otherwise may be withheld in Landlord's sole and absolute discretion in all other circumstances, and provided further that: (1) such consent to any assignment or sublease request. Notwithstanding anything subletting shall not relieve Tenant from its obligations as primary obligor (and not as surety or guarantor) for the payment of all rental due hereunder, and for the full and faithful observance and performance of the covenants, terms and conditions herein contained; (2) the proposed subtenant or assignee is engaged in this Lease to a business and the contraryPremises will be used in a manner which is in keeping with the use provisions contained herein; (3) the proposed subtenant or assignee is a reputable party of reasonable financial worth in light of the responsibilities involved, so long as and Tenant shall have provided Landlord with reasonable proof thereof; (4) Tenant is not in default under hereunder at the time it makes its request; and (5) Landlord's obligation not to unreasonably withhold consent to an assignment in connection with a sale of the business is subject to Section 20.18. Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or transfer of a controlling percentage of the corporate stock of Tenant, shall constitute and be deemed an assignment for purposes of this Lease beyond applicable notice and cure periods, section. Consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining the consent of Landlord to any further assignment or subletting, nor shall the collection of Rent by Landlord need not from any assignee, subtenant or other occupant be obtained if the assignment deemed a waiver of this covenant or an acceptance of the assignee or subtenant as Tenant or a release of Tenant from the covenants in this Lease is on Tenant's part to a: (i) parent, subsidiary be performed. Tenant and any assignee or affiliate subtenant shall be jointly and severally liable for the obligations of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date not permit any part of the proposed transferPremises to be used or occupied by any persons other than Tenant and the employees of Tenant, along nor shall Tenant permit any part of the Premises to be used or occupied by any licensee or concessionaire, or permit any persons to be upon the Premises other than Tenant, and employees, customers and others having lawful business with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityTenant.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant Lessee shall not assign assign, encumber, or in any manner otherwise transfer this Lease lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the Lessor's prior written consent of Landlordconsent, which shall consent Lessor agrees not be to unreasonably withheldwithhold, conditioned, condition or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestdelay. Notwithstanding anything in the foregoing, Lessee may, without Lessor's consent assign this Lease to any wholly owned subsidiary owned by Lessee. The consent by Lessor to any Assignment shall not constitute a consent to any subsequent Assignment by Lessee or to any subsequent or successive Assignment by the contrary, so long as Tenant is Assignee. Lessor's written consent to any Assignment of the Premises by Lessee shall not in constitute an acknowledgment that no default then exists under this Lease beyond applicable of the obligations to be performed by Lessee nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Lessor at the time. Before any Assignment of this Lease is effective, (l) said Assignee shall agree to be liable for and bound by all obligations of Lessee arising under this Lease on and after the effective date of such Assignment and (2) Lessor shall be given written notice of such Assignment and cure periodsassumption. Any such Assignment shall not, in any way, affect or limit the liability of Lessee under the terms of this Lease, even if after such Assignment, the terms of this Lease are materially changed or altered without the consent of Lessee, the consent of the Landlord need whom shall not be obtained if necessary. Notwithstanding the assignment of the Lease is foregoing, Lessor hereby consents to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires Lessee subleasing all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use less than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion entirety of the Premises to a Related Entity described at market rental rates, upon commercially reasonable terms and conditions, and in subsection (i) abovethe ordinary and usual course of Lessee's business, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior subject to the effective date of the proposed transfer, along with all applicable documentation following terms and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.conditions:

ASSIGNMENT & SUBLETTING. Except as provided herein(a) During the Original Lease Term, Tenant shall not assign or in any manner transfer the Lessee shall, subject to the provisions of Section 7(h) of this Lease Agreement, have the right to assign this Lease Agreement or any estate or interest hereunder and shall not sublease the Premises to the State, any political subdivision of the State, any municipal corporation or any part thereof without agency of the State with the prior written consent of Landlord, the Lessor (which consent shall not be unreasonably withheld) and the approval of any insurer of the Bonds related to the financing of the Premises so long as the Premises is used in the same manner as provided in Section 7(a) hereof. In addition, conditionedso long as the Premises is used in the same manner as provided in Section 7(a) hereof, the Lessee may enter into long term leases (leases greater than thirty (30) days including all renewal options) with any private entity (including the federal government, not-for-profit corporations, etc.). Any such long-term lease shall be subject to the approval of the Lessor, which approval shall not be unreasonably withheld. Moreover, in the case of any such long-term lease (i) that exceeds, in space rented under such long-term lease, two percent (2%) of the Rentable Square Feet of Office Space and Parking Space or delayed(ii) that, as of the effective date of such long-term lease, will cause the total space rented to all such private entities under long- term leases to exceed two percent (2%) of the Rentable Square Feet of Office Space and Parking Space, such long-term lease also shall be subject to receipt by the Lessor and the Lessee of a favorable opinion from a nationally recognized bond counsel mutually selected by the Lessor and the Lessee to the effect that such lease(s) will not adversely affect the exclusion of the interest paid on the Bonds for federal income tax purposes. As part Within fifteen (15) days of Tenantthe receipt of such written request, the Lessor shall notify the Lessee of any additional information it will require prior to the delivery of its response required hereunder. The Lessee agrees to provide or cause to be provided any and all information requested by the Lessor with respect to any assignee of this Lease Agreement in connection with the Lessee’s request for, and as a condition to, Landlordto assign this Lease Agreement or any sublessee of the Premises in connection with the Lessee’s request to sublease the Premises. Approval of any assignment or sublease shall be given or denied within thirty (30) days of Lessor’s receipt of such additional information (or thirty (30) days after receipt of the Lessee’s written request if no additional information is requested by the Lessor). The failure of the Lessor to reject the Lessee’s written request under this Section 16(a) within thirty (30) days of the receipt of such additional information (or thirty (30) days after receipt of the Lessee’s written request if no additional information is requested by the Lessor) shall be conclusively deemed to be consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for sub lease. Any sublessee of the proposed transferee Lessee hereunder may not sublease the Premises to any other sublessee. All costs incurred by the Lessor and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred the Lessee in connection with such any assignment or sublease request. Notwithstanding anything in of this Lease to Agreement or the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use shall be paid by the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days Lessee prior to the effective date of such assignment or sublease, including, without limitation, costs, fees and expenses in obtaining an opinion of bond counsel which the proposed transfer, along with all applicable documentation and other information Lessor deems reasonably necessary for Landlord to determine assure that the requirements interest with respect to the Bonds will not be includable in gross income of the owners thereof for federal income tax purposes. Notwithstanding anything herein to the contrary, in the event the Premises are subleased or this Section 13 have been satisfied, including if applicableLease Agreement is assigned as provided in this Section, the qualification of such proposed transferee as an affiliate of Tenant Lessee shall, unless otherwise agreed to in writing, remain solely responsible for all Rental Payments due hereunder and the Lessor shall have no obligation to accept any Rental Payments from any sublessee or a Related Entityassignee hereunder.

ASSIGNMENT & SUBLETTING. Except as provided herein, The identity and financial position of the Tenant is a material consideration of Landlord entering into this Lease. Tenant shall not not, directly or indirectly, assign or in any manner transfer sublet under this Lease or any estate or interest hereunder and shall not sublease the Premises part thereof, nor permit all or any part thereof of the Premises to be used or occupied by another, without first obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, . Any assignment or delayed. As part of Tenant’s request for, and as a condition to, subletting made without such Landlord’s consent shall be voidable by Landlord. Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. To be effective, any assignment or sublease must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other person shall neither be deemed to be a waiver of any of the provisions of this Lease nor be deemed to be a consent to the assignment of this Lease or subletting of the Premises. If Landlord shall consent to any assignment or subletting, the assignee/subtenant shall assume all obligations of Tenant hereunder and neither Tenant nor any assignee/subtenant shall be relieved of any liability hereunder in the performance of any of the terms, covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to any assignment or subletting of this Lease, Tenant shall pay, as Additional Rent, all of Landlord’s administrative costs, overhead, reasonable attorneys’ fees and processing costs incurred by Landlord in connection therewith regardless of whether or not Landlord consents to any such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitysubletting.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant Sublessee shall not assign or in any manner transfer this Lease nor any rights hereunder, nor let or any estate or interest hereunder and shall not sublease the Premises sublet all or any part thereof of the Sublease Premises, nor suffer or permit any person or corporation to use any part of the Sublease Premises, without first obtaining the prior express written consent of LandlordSublessor, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s Should Sublessor consent to such assignment of this Lease, or subleaseto a sublease of all or any part of the Sublease Premises, Tenant Sublessee does hereby guarantee payment of all rent herein reserved until the expiration of the term hereof and no failure of Sublessor to promptly collect from any assignee or sublessee, or any extension of the time for payment of such rents, shall provide Landlord with financial statements release or relieve Sublessee from its guaranty of obligation of payment of such rents. Sublessee shall be permitted to sublet or license portions of the Sublease Premises to be used and/or occupied by subtenants, licensees and/or concessionaires of Sublessee, upon notice to Sublessor and for the proposed transferee and such other information as Landlord may reasonably request. Tenant which Sublessor's consent shall not be entitled to receive monetary damages based upon a claim required, provided that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any all such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrarysubtenants, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to alicensees and/or concessionaires: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not shall use the Sublease Premises only for any the Permitted Uses, or for such other use than the use permitted uses as shall be consented to by this LeaseSublessor, and (ii) shall use and occupy the Sublease Premises in accordance with respect to an assignment to a Related Entity described in subsections (ii) the terms and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion conditions of the Premises to Prime Lease, and the Rules and Regulations made a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitypart hereof.

ASSIGNMENT & SUBLETTING. Except as provided hereinThis Lease may not be assigned by Tenant, and no part of the Leased Premises may be subleased by Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior consent of Landlord, which consent shall not be unreasonably withheld. Landlord may condition the grant of such consent upon the Tenant’s payment of all attorney’s fees and costs incurred by the Landlord thereby, upon the delivery of such information as the Landlord reasonably requests in relation thereto, and upon receipt of a guarantee and indemnification acceptable to Landlord. If there is an assignment or subleasing without the express written consent of Landlord, which Landlord may collect Basic Annual Rent and Additional Rent from the assignee, subtenant or occupant and apply the net amount collected to the amounts due under this Lease; but such collection shall not be unreasonably withheld, conditioned, or delayed. As part deemed a waiver of Tenant’s request for, and as a condition to, Landlord’s consent right to such forbid the assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee sublease and such other information as Landlord may reasonably request. Tenant it shall not be entitled deemed to receive monetary damages based upon be the acceptance by Landlord of the assignee, subtenant or occupant as a claim Tenant hereunder, or as a release of performance of the obligations of Tenant. Each time that Landlord unreasonably withheld its consent to the Tenant submits a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord request for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained to permit the Tenant to assign or sublease, the Landlord has the option during the 90-day period following such request to end the term of this Lease of a date stated by Landlord, and Landlord has no liability to the Tenant if the assignment of the Lease is to a: (i) parent, subsidiary Landlord enters into a lease or affiliate of Tenant; (ii) company other agreement with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfersubtenant or assignee prior to, along with all applicable documentation and other information necessary for Landlord to determine that upon, or after such declaration by the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLandlord.

ASSIGNMENT & SUBLETTING. Except as provided herein4.01 Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord, which shall not be unreasonably withheld, conditioned's consent to any assignment or sublease to, or delayedoccupancy of the Premises by, such party or entity. As If any lien is filed against the Premises or the Building of which the same form a part of Tenant’s request for, and as a condition to, Landlord’s consent for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant shall provide agrees to indemnify Landlord with financial statements and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. For a period not to exceed ninety (90) days from Landlord’s receipt of notice from Tenant that Tenant seeks to locate or otherwise identify a proposed subleasee or assignee for all or a portion of the Premises, or any revision or modification of such notice, Tenant hereby grants Landlord’s rental agent for the proposed transferee and Building, or such other information licensed real estate broker as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse designated by Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to from time-to-time (the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods“Designated Agent”), the consent sole and exclusive right to effect any sublet, assignment, release and other disposition of all or any part of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which demised Premises and any other space Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation has under lease elsewhere in the event of a corporate reorganization Building (a “Related Entity”); provided, however, that (i) Tenant acknowledges and agrees that such Related Entity does not use Designated Agent from time to time may be obligated to endeavor to rent competitive space available in the Premises for any other use than Building on behalf of and pursuant to the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (iiinstructions of Landlord or another tenant of the Building) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have pay to such Designated Agent upon execution of each such sublease, assignment, release or other disposition a commission computed in accordance with such Designated Agent’s standard rates and rules then in effect for the right, without Landlord’s consent, to sublease or license a portion of locality in which the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityBuilding is located.

ASSIGNMENT & SUBLETTING. Except as provided hereinThis Lease may not be assigned by Tenant, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease no part of the Leased Premises or any part thereof may be subleased by Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord may condition the grant of such consent upon the Tenant's payment of all attorney's fees and costs incurred by the Landlord thereby, conditioned, or delayed. As part upon delivery of Tenant’s request forsuch information as the Landlord reasonably requests in relation thereto, and as upon receipt of a condition to, guarantee and indemnification acceptable to Landlord’s consent to such . If there is an assignment or subleasesubleasing without the express written consent of Landlord, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant collect Basic Annual Rent and Additional Rent from the assignee, subtenant or occupant and apply the net amount collected to the amounts due under this Lease; but such collection shall not be entitled deemed a waiver of Landlord's right to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such forbid the assignment or sublease requestand it shall not be deemed to be the acceptance by Landlord of the assignee, subtenant or occupant as a Tenant hereunder, or as a release of performance of the obligations of Tenant. Notwithstanding anything in this Lease to Each time that the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, submits a request for the consent of the Landlord need not be obtained to permit the Tenant to assign or sublease, the Landlord has the option during the 90 day period following such request to end the term of this Lease as of a date stated by Landlord, and Landlord has no liability to the Tenant if the assignment of the Lease is to a: (i) parent, subsidiary Landlord enters into a lease or affiliate of Tenant; (ii) company other agreement with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfersubtenant or assignee prior to, along with all applicable documentation and other information necessary for Landlord to determine that upon, or after such declaration by the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLandlord.

ASSIGNMENT & SUBLETTING. Except as provided herein4.01 Neither Tenant nor Tenant's legal representatives or successors in interest by operation oflaw or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part ofthe Premises to be used by others, without the prior written consent ofLandlord in each instance, except to the extent otherwise permitted by the express terms located elsewhere in this Article. The transfer ofa majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited /:\Cyruli Documents\SLGreen\625 Madison Ave\Fitz & Co\lease dr 07.doc 5 liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease the be deemed an assignment ofthis Lease or of such sublease. Ifthis Lease is assigned, or ifthe Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant after notice and beyond the expiration of any applicable cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the Rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver ofthe provisions hereof, the acceptance ofthe assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing ofLandlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. A modification, amendment or extension ofa sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s 's consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestto, or occupancy ofthe Premises by, such party or entity. Notwithstanding anything in this Lease If any lien is filed against the Premises or the Building ofwhich the same form a part for brokerage services claimed to the contraryhave been performed for Tenant, so long as Tenant is whether or not in default under this Lease beyond applicable notice and cure periodsactually performed, the consent same shall be discharged by Tenant within thirty (30) days after Tenant has actual notice of such filing, at Tenant's expense, by filing the Landlord need not be obtained if the assignment of the Lease is to a: (i) parentbond required by law, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); providedotherwise, however, that (i) such Related Entity does not use the Premises for and paying any other use than the use permitted by this Leasenecessary sums, and (ii) with respect Tenant agrees to an assignment to a Related Entity described in subsections (ii) indemnify Landlord and (iii)its agents and hold them harmless from and against any and all claims, losses or liability resulting from such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises lien for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitybrokerage services rendered.

ASSIGNMENT & SUBLETTING. Except as provided otherwise specified herein, Tenant shall will not assign this Lease, in whole or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises part, nor sublet all or any part thereof of the Premises, nor license concessions or lease departments therein, without first obtaining the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayeddelayed by Landlord. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: At least thirty (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (1030) days prior to the effective date transfer, Tenant shall furnish Landlord with (a) all documents related to the transfer; (b) all financial statements of the proposed transferee, including, but not limited to, the most recent income, balance sheet and changes in financial position statement (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by transferee’s certified public accountant, if available; (c) any other relevant information that Landlord has theretofore reasonably requested regarding the proposed transfer; and (d) a statement signed by an authorized officer of an assignee, in the case of an assignment, agreeing that the assignee will be liable for all obligations thereafter arising under this Lease. Within thirty (30) days from receipt of Tenant’s request for transfer, along with all applicable documentation and other information necessary for Landlord shall respond to Tenant’s request. Consent by Landlord to determine that any assignment or subletting shall not constitute a waiver of the requirements necessity for such consent to any subsequent assignment or subletting and shall not constitute a release of this Section 13 have been satisfiedthe Tenant hereunder. This prohibition includes any subletting or assignment which would otherwise occur by operation of law, including if applicablemerger, consolidation, reorganization, transfer or other change of Tenant’s corporate or proprietary structure. If, as a result of the qualification transfer, Tenant will receive compensation in excess of the Lease Term Rental and additional Rent due hereunder, Tenant shall pay one hundred percent (100%) of such proposed transferee amounts to Landlord as an affiliate and when received by Tenant as consideration for the consent to transfer. Tenant also agrees to reimburse Landlord upon demand for Landlord’s reasonable costs and fees (including professional fees) for Landlord’s consideration of Tenant or a Related Entitytransfer but such reimbursement shall not exceed One Thousand Dollars ($1,000.00).

ASSIGNMENT & SUBLETTING. Except as Subject to Tenant's compliance with the other conditions of this Section, Tenant may, without the consent of Landlord, assign this Lease or sublet or license the Premises or any portion thereof to (i) any affiliate or subsidiary of Tenant or (ii) to any other person whose net worth is at least equal to or greater than Tenant's on the date of such transfer, provided herein, that Tenant remains primarily liable under this Lease ("Permitted Transfers"). Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant except as set forth herein (all of the foregoing actions are sometimes collectively referred to as a "transfer") without obtaining, on each occasion, the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld, delayed or conditioned. If Landlord has not responded within ten days after receiving written notice from Tenant requesting Xxxxxxxx's consent to a particular transfer, then Tenant may send a second notice stating that Xxxxxxxx's consent to the transfer will be deemed given if Landlord fails to respond within five days. If Landlord fails to respond within five days after receipt of such a second notice, consent to the transfer shall be deemed given. A transfer shall exclude any transfer of Tenant's interest in this Lease by operation of law, merger or delayed. As consolidation of Tenant into any other firm or corporation, the transfer or sale of a controlling interest in Tenant whether by sale of its capital stock or otherwise or any liquidation of Tenant or a substantial part of Tenant’s request for's assets provided that Tenant has given Landlord prior written notice thereof, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim provided further that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of entity has a corporate reorganization financial net worth that is at least equal to $25,000,000 (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) except with respect to an assignment to the successor entity created by a Related Entity described in subsections (ii) and (iiitransfer of capital stock), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to may also sublease or license a portion of the Premises to a Related Entity described in subsection subsidiary or affiliate of Tenant without Landlord's consent, provided Tenant has given Landlord prior written notice thereof, and provided further that Tenant remains primarily obligated under this Lease. Landlord shall not be obligated to consent to a transfer to (i) aboveany tenant in the Building unless Landlord has no comparable space available (comparability to be determined with respect to price, provided that size, condition, timing of availability and the like); (ii) any party with whom, to Tenant's knowledge, Landlord is then negotiating with respect to space in the Building; or (iii) any party which would be of such Related Entity does not use type, character or condition as to be inappropriate as a tenant for a first class office building. If Xxxxxx proposes an assignment of this Lease or a sub-letting of all or substantially all of the Premises for any the balance of the Lease Term, Landlord may elect by written notice to Tenant given within 30 business days after Xxxxxx's proposal to terminate this Lease contingent upon the proposed transferee becoming directly obligated to Landlord upon such proposed terms; and upon the proposed assignee or sub-tenant so obligating itself, Tenant shall thereafter be free of further obligation hereunder. If Tenant does transfer with Xxxxxxxx's consent, where Xxxxxxxx's consent is required hereunder, and if the consideration, rent, or other use charges payable to Tenant under such transfer exceed the rent and other charges to be paid hereunder (pro-rated based on floor area in the case of a sub-letting, license or other occupancy of less than the use permitted entire floor area of the Premises in question), then Tenant shall pay to Landlord, as additional rent, 50% of the amount of such excess when and as received less Tenant's reasonable out-of-pocket expenses incurred in such subleasing or assignment. Without limiting the generality of the foregoing, any lump-sum payment or series of payments due which are not reimbursements for expenses (including for the purchase of so-called leasehold improvements if in excess of the fair market value thereof) on account of any transfer shall be deemed to be in excess of rent and other charges in its or their entirety. Except for Permitted Transfers, Tenant shall give reasonable good faith consideration to any request by Xxxxxxxx's Managing Agent, Xxxx and Company, Inc. (or such other manager of the Building appointed from time to time by Landlord) to be Tenant's co-exclusive broker for a period of six months with respect to any proposed transfer so long as Tenant intends to engage a broker (and before so engaging any broker Tenant will so notify Landlord and give Xxxxxxxx's Agent, or such other manager, such consideration). Such Agent (or other manager) if so engaged by Xxxxxx (Tenant being under no obligation to engage Agent or such other manager) shall be paid a brokerage fee for any transfer which it procured in accordance with such Agent's commission schedule then in effect so long as such schedule is competitive with similar schedules of major Greater Boston brokerage firms. Notwithstanding any transfer of this Lease, Xxxxxx's liability to Landlord shall in all events remain direct and primary. In the case of any requested consent to a transfer, Tenant shall deliver to Landlord at the time thereof (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, and (ii) a written agreement of the assignee, sub-tenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants and conditions of this Lease. Tenant shall give pay to Landlord, as additional rent, Landlord's reasonable out-of-pocket attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord written notice at least ten (10) days prior consents to the effective same. Any transferee of all or a substantial part of Tenant's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease from and after the date of transfer; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the proposed transferdefault provisions). If Tenant shall default hereunder and such default shall continue beyond any applicable notice and cure period, along with all applicable documentation Landlord may collect rent and other information necessary for Landlord charges from such transferee (and upon notice such transferee shall pay directly to determine that Landlord) and apply the requirements net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section 13 have been satisfiedSection, including if applicable, or the qualification acceptance of such proposed the transferee as an affiliate a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any transfer shall not relieve Tenant from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a Related Entityfurther assignment, subletting, license or occupancy; nor shall Landlord's consent alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in the Lease or in the Premises, without Landlord's prior written consent, which Landlord shall not unreasonably withhold (however, Landlord reserves the right to condition any approval to assign or sublet upon Landlord's determination that (a) the proposed assignee or subtenant shall conduct a business on the Premises of a quality substantially equal to that of Tenant and consistent with the general character of the other occupants of the Depot and not in violation of any manner transfer exclusives or rights then held by other tenants, and (b) the proposed assignee or subtenant be at least as financially responsible as Tenant was expected to be at the time of the execution of this Lease or any estate of such assignment or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent subletting, whichever is greater). Regardless of Landlord's consent, which no assignment or subletting shall not be unreasonably withheld, conditioned, or delayed. As part release Tenant of Tenant’s request for's obligations hereunder or alter the primary liability of Tenant to pay the rent and other sums due Landlord hereunder including Tenant's Share of Operating Expense Increase, and as a condition toto perform all other obligations to be performed by Tenant hereunder. If Tenant's obligations under this Lease have been guaranteed by third parties, Landlord’s consent to such then an assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant Landlord's consent thereto, shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its effective unless said guarantors give their written consent to such sublease and the terms thereof. The consent by Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the subtenant. Landlord shall be a party to, and have the right to review, any proposed subleases and associated documents. If Tenant shall request the consent of Landlord for a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance assignment or declaratory judgment. subletting, then Tenant shall reimburse Landlord for its actual pay Landlord's reasonable costs and expenses incurred in connection with such assignment therewith, including attorneys', architects', engineers', or sublease requestother consultants' fees. Notwithstanding anything in this Lease to In the contrary, so long as Tenant is not in event of any default under this Lease beyond applicable notice and cure periodsLease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the consent performance of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect including the subtenant, without first exhausting Landlord's remedies against any other person or entity responsible therefor to Landlord, or any security held by Landlord or Tenant. The discovery of the fact that any financial statement relied upon by Landlord in giving its consent to an assignment to a Related Entity described in subsections (ii) or subletting was materially false shall, at Landlord's election, render Landlord's said consent null and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityvoid.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in the Lease or in the Premises, without Xxxxxxxx's prior written consent, which Landlord shall not unreasonably withhold (however, Landlord reserves the right to condition any approval to assign or sublet upon Landlord's determination that (a) the proposed assignee or subtenant shall conduct a business on the Premises of a quality substantially equal to that of Tenant and consistent with the general character of the other occupants of the Depot and not in violation of any manner transfer exclusives or rights then held by other tenants, and (b) the proposed assignee or subtenant be at least as financially responsible as Tenant was expected to be at the time of the execution of this Lease or any estate of such assignment or interest hereunder and subletting, whichever is greater). Regardless of Xxxxxxxx's consent, no assignment or subletting shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part release Tenant of Tenant’s request for's obligations hereunder or alter the primary liability of Tenant to pay the rent and other sums due Landlord hereunder including Xxxxxx's Share of Operating Expense Increase, and as a condition toto perform all other obligations to be performed by Tenant hereunder. If Tenant's obligations under this Lease have been guaranteed by third parties, Landlord’s consent to such then an assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant Xxxxxxxx's consent thereto, shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its effective unless said guarantors give their written consent to such sublease and the terms thereof. The consent by Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the subtenant. Landlord shall be a party to, and have the right to review, any proposed subleases and associated documents. If Tenant shall request the consent of Landlord for a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance assignment or declaratory judgment. subletting, then Tenant shall reimburse Landlord for its actual pay Landlord's reasonable costs and expenses incurred in connection with such assignment therewith, including attorneys', architects', engineers', or sublease requestother consultants' fees. Notwithstanding anything in this Lease to In the contrary, so long as Tenant is not in event of any default under this Lease beyond applicable notice and cure periodsLease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the consent performance of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect including the subtenant, without first exhausting Landlord's remedies against any other person or entity responsible therefor to Landlord, or any security held by Landlord or Tenant. The discovery of the fact that any financial statement relied upon by Landlord in giving its consent to an assignment to a Related Entity described in subsections (ii) or subletting was materially false shall, at Landlord's election, render Landlord's said consent null and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityvoid.

ASSIGNMENT & SUBLETTING. Except as provided herein, The Tenant shall will not assign this Agreement or any interest herein or sublet the Premises in whole or in part or suffer any manner transfer this Lease or any estate or interest hereunder and shall not sublease other person to occupy the Premises or any part portion thereof without the prior written consent of the Landlord, which shall consent will not be unreasonably withheld, conditionedand any such assignment, subletting or occupancy without such consent will be void. If the Tenant desires to assign this Agreement or sublet the Premises, or delayed. As any part thereof, the Tenant will give the Landlord written notice of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for desire specifying the name of the proposed transferee assignee or sublessee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a all of the terms of the proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten thirty (1030) days prior to the effective date such assignment or sublease is proposed to be effective. The Landlord will have the option for a period of fifteen (15) days after the receipt of such notice to: (a) permit the Tenant to assign or sublet on the terms proposed by the Tenant; or (b) refuse to consent to the proposed assignment or subletting (which consent shall not be unreasonably withheld by the Landlord) and continue this Agreement in effect as to the entire Premises. Notwithstanding any consent granted by the Landlord, the Tenant and each assignee and sublessee will at all times remain fully liable for the payment of Rent and for the performance of the proposed transferTenant's obligations hereunder, along with all applicable documentation and other information necessary for unless such liability as to the Tenant is waived by the Landlord. No consent granted by the Landlord to determine that will constitute a waiver of the requirements provisions of this Section 13 have been satisfiedAgreement except as to the specific instance covered thereby. Notwithstanding the above, including if applicablethis Agreement may be assigned to any purchaser of the business of Tenant, the qualification and Tenant shall be released from all of its obligations under this Agreement provided such proposed transferee as an affiliate purchaser shall assume all of Tenant or a Related EntityTenant's obligations under this Lease.

ASSIGNMENT & SUBLETTING. Except as provided The original Lessee herein, Tenant KCFX-FM, Inc. ("KCFX"), shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease have the right to sublet the Premises or any part thereof and/or to assign this Lease to Sinclair Communications, Inc. ("SCI") xxxxxxx the prior written consent of the Lessor. In the event that KCFX intends to exercise its right to assign and/or sublease to SCI, KCFX shall give the Lessor written notice of same at least ten days in advance of any such proposed assignment or subletting. In the event of any assignment pursuant to this paragraph, KCFX shall not remain an obligor to the Lessor under this Lease as to any duties or obligations arising subsequent to the said assignment. By accepting any assignment or subletting, SCI shall become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound. In the event that no sale is consummated between KCFX and SCI, KCFX shall have the right to sublet the Premises or any part thereof and/or to assign this Lease to an entity other than SCI which purchases all or substantially all of the assets of Lessee as to radio broadcast stations KXTR-FM, KCFX-FM, KCIY-FM and KQRC-FM ("Third-Party Purchaser") without the prior written consent of Landlordthe Lessor. In the event that KCFX intends to exercise its right to assign and/or sublease to a Third-Party Purchaser, KCFX shall give the Lessor and SCI written notice of same at least thirty days in advance of any such proposed assignment or subletting. If Lessor notifies SCI that the assignee is not reasonably acceptable to Lessor, then SCI shall execute a guaranty substantially conforming to that guarantee set forth in Exhibit G, attached hereto (the "Guaranty"). In the event of any assignment pursuant to this paragraph, KCFX shall not remain an obligor to the Lessor under this Lease as to any duties or obligations arising subsequent to the said assignment. By accepting any assignment or subletting, the Third-Party Purchaser shall become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound, and further Third-Party Purchaser shall become bound to reimburse SCI for any payments, debts, or obligations for which SCI becomes liable to Lessor pursuant to the terms of the Guaranty (together with interest at an annual rate of 8.5% on any such amounts paid by SCI from the date paid to the date reimbursed). Any assignment or sublease between KCFX and Third-Party Purchaser shall contain an acknowledgement by Third-Party Purchaser that Third-Party Purchaser has become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound, and further that Third-Party Purchaser has become bound to reimburse SCI for any payments, debts, or obligations for which SCI becomes liable to Lessor pursuant to the terms of the Guaranty (together with interest at an annual rate of 8.5% on any such amounts paid by SCI from the date paid to the date reimbursed). Lessor agrees that SCI shall be subrogated to the rights of the Lessor against the Third-Party Purchaser if, and to the extent, SCI has become liable for any payments, debts or obligations pursuant to the terms of the Guaranty. Lessee may assign this Lease and/or sublet the Premises to any subsidiary corporation of Lessee, parent corporation of Lessee, or a related entity, upon giving Lessor written notice of intent to so do. In the event of any such assignment or subletting, Lessee shall remain the principal obligor to the Lessor under all covenants of this Lease, and by accepting any assignment or subletting, any assignee or sublessee shall become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound. Except as set forth above, Lessee shall not sublet the Premises or any part thereof and Lessee shall not assign, transfer, pledge, mortgage, or otherwise encumber this Lease, or any portion of the term hereof, without the previous written consent in each instance of Lessor, which consent shall not be unreasonably withheld, conditioned, or delayed. As part Lessee shall furnish to Lessor a copy of Tenant’s request forsuch proposed instrument. Except as set forth above, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); providedany assignment or subletting, however, that (i) such Related Entity does not use Lessee shall remain the Premises for any other use than principal obligor to the use permitted by Lessor under all covenants of this Lease, and (ii) with respect by accepting any assignment or subletting, any assignee or sublessee shall become bound by and shall perform and shall become entitles to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion benefit of all of the Premises to a Related Entity described in subsection (i) aboveterms, provided that such Related Entity does not use conditions, and covenants by which the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLessee hereunder is bound.

ASSIGNMENT & SUBLETTING. The identity and financial position of the Tenant is a material consideration of Landlord entering into this Lease. Except as otherwise provided hereinin this Section, Tenant shall not not, directly or indirectly, assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises or any part thereof thereof, nor permit all or any part of the Premises to be used or occupied by another, without first obtaining the prior written consent of Landlord, Landlord (which consent shall not be unreasonably unreasonably, withheld, delayed or conditioned). Landlord agrees, or delayed. As part within thirty (30) days following receipt of Tenant’s request for, and as a condition to, Landlord’s consent notice from Tenant of its intent to such enter into an assignment or sublease, to either approve or disapprove of the transfer in question. Landlord’s failure to notify Tenant of its disapproval within such 30 day period together with specific reasons for its disapproval shall provide Landlord with financial statements for be deemed to be an approval of the proposed transferee and such other information as Landlord may reasonably requesttransfer in question. Tenant Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. The acceptance of Rent by Landlord from any other person shall neither be entitled deemed to receive monetary damages based upon be a claim that Landlord unreasonably withheld its waiver of any of the provisions of this Lease nor be deemed to be a consent to a proposed transfer the assignment of this Lease or subletting of the Premises. If Landlord shall consent to a third party any assignment or subletting, the assignee/subtenant shall assume all obligations of Tenant hereunder arising from and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with after the effective date of such assignment or sublease request(provided, however, if any subtenant is subleasing only a portion of the Premises, then said subtenant only assumes the obligations of Tenant with respect to the subleased portion of the Premises), and Tenant shall not thereafter be relieved of any liability hereunder in the performance of any of the terms, covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to any assignment or subletting of this Lease, Tenant shall pay, as Additional Rent, an administrative fee equal to Five Hundred Dollars ($500.00). Tenant hereby acknowledges and agrees that the acceptance of such administrative fee by Landlord shall not constitute a consent by Landlord to the proposed assignment or sublease. Notwithstanding anything in this Lease herein to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without obtaining Landlord’s consent, to sublease or license a portion of assign this Lease, sublet the Premises or any part thereof or otherwise transfer its interest under this Lease to a Related Entity described in subsection the following persons or entities: (i) aboveany person or entity that controls, provided is controlled by, or under common control with Tenant; (ii) any person or entity that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten acquires or merges (10or otherwise consolidates) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or that Tenant is merged (or otherwise consolidated) into; and/or (iii) any person or entity to which a Related Entitysubstantial portion of Tenant’s assets are transferred.

ASSIGNMENT & SUBLETTING. Except as provided herein12.01 Tenant will not assign, Tenant shall not assign transfer, mortgage or in any manner transfer encumber this Lease or any estate sublet all or interest hereunder and a portion of the Premises, without obtaining the prior written consent of Landlord which consent shall not sublease be unreasonably withheld, conditioned or delayed in the Premises case of a proposed assignment, transfer or subletting and which may be granted or withheld in the sole and absolute discretion of Landlord in all other instances, nor shall any part thereof assignment, subletting or transfer of this Lease be effectuated by operation of law or otherwise without the prior written consent of Landlord. Neither the consent by Landlord to any assignment, which shall not be unreasonably withheld, conditionedtransfer, or delayed. As part of Tenant’s request forsubletting to any party other than Landlord, and nor an assignment, transfer or sublease permitted hereunder shall be construed as a condition towaiver or release of Tenant from the terms of any covenant or obligation under this Lease, or of any guarantor under any guaranty of Lease provided to Landlord’s consent to , nor shall the collection or acceptance of Rent from any such assignment assignee, transferee, subtenant or subleaseoccupant constitute a waiver of, or release of, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce from any such provision through specific performance covenant or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything obligation contained in this Lease Lease. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the contrary, so long as Rent due from any subtenant of Tenant is not in default under this Lease beyond applicable notice and cure periods, hereby authorizes each such subtenant to pay said Rent directly to Landlord. In no event shall any assignee or subtenant be permitted to change the Permitted Use of the Premises without the express written consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Leasesole and absolute discretion. Tenant It shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary be reasonable for Landlord to determine that the requirements withhold its consent to any assignment, subletting or transfer of this Section 13 have been satisfied, including Lease if applicable, the qualification proposed use of such proposed transferee as an affiliate of Tenant or a Related Entitythe Property shall fail to expressly conform with the Permitted Use under this Lease.

ASSIGNMENT & SUBLETTING. Except as provided hereinThis Lease may not be assigned by Tenant, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease axx xx part of the Leased Premises or any part thereof without may be subleased by Tenant, wxxxxxx the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord may condition the grant of such consent upon the Tenant's payment of all attorney's -FEES and costs incurred by the Landlord thereby, conditioned, or delayed. As part upon delivery of Tenant’s request forsuch information as the Landlord reasonably requests in relation thereto, and as upon receipt of a condition to, guarantee and indemnification acceptable to Landlord’s consent to such . If there is an assignment or subleasesubleasing without the express written consent of Landlord, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant collect Basic Annual Rent and Additional Rent from the assignee, subtenant or occupant and apply the net amount collected to the amounts due under this Lease; but such collection shall not be entitled deemed a waiver of Landlord's right to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such forbid the assignment or sublease request. Notwithstanding anything in this Lease and it shall not be deemed to be the contraryacceptance by Landlord of the assignee, so long sub tenant or occupant as a Tenant is not in default under this Lease beyond applicable notice and cure periodshereunder, or as a release of performance of the obligations of Tenant Each time that the Tenant submits a request for the consent of the Landlord need not be obtained to permit the Tenant to assign or sublease, the Landlord has the option during the 90 day, period following such request to end the term of this Lease as of a date stated by Landlord, xxx Xxxdlord has no liability to the Tenant if the assignment of the Lease is to a: (i) parent, subsidiary Landlord enters into a lease or affiliate of Tenant; (ii) company other agreement with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfersubtenant or assignee prior to, along with all applicable documentation and other information necessary for Landlord to determine that upon, or after such declaration by the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLandlord.

ASSIGNMENT & SUBLETTING. 14.1. Except as expressly provided herein, Tenant this Agreement and each site license granted pursuant to individual Site Supplements herein is personal to Licensee and for Licensee’s use only. Licensee shall not assign lease, sublicense, share with, convey or resell to others any such space or rights granted hereunder; provided, however, the Parties agree and acknowledge that, notwithstanding anything in this Agreement to the contrary, certain Small Cell Equipment deployed by Licensee on any Municipal Facility or in any manner transfer PROW or public utility easement pursuant to this Lease Agreement may be owned and/or operated by Licensee’s third-party wireless carrier customers (“Carriers”) and installed and maintained by Licensee pursuant to license agreements between Licensee and such Carriers. Such Small Cell Equipment shall be treated as Licensee’s Small Cell Equipment for all purposes under this Agreement provided that (i) Licensee remains responsible and liable for all performance obligations under the Agreement with respect to such Small Cell Equipment; (ii) Licensor’s sole point of contact regarding such Small Cell Equipment shall be Licensee; and (iii) Licensee shall have the right to remove and relocate the Small Cell Equipment. This Agreement and the related rights, duties, and privileges may not be assigned or any estate otherwise transferred in whole or interest hereunder and shall not sublease the Premises or any in part thereof without the prior written consent of LandlordLicensor; provided, which however, Licensee shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlordhave the right to assign this Agreement upon notice to Licensor but without Licensor’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary subsidiary, affiliate, or affiliate of Tenant; (ii) company with which Tenant may merge any person, firm, or consolidate; (iii) corporation that acquires shall control, be under the control of, or be under common control with Licensee, or to any entity into which Licensee may be merged or consolidated or which purchases all or substantially all of the shares of stock or assets of Tenant; Licensee that are subject to this Agreement. If the Agreement is assigned or (iv) to otherwise transferred in accordance with this Section, this Agreement, including any corporation which is amendments, shall be binding on the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior assignee to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine full extent that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityit was binding upon Licensee.

ASSIGNMENT & SUBLETTING. Except Tenant shall not assign this Lease, or sublet or license the Premises or any portion thereof or permit the occupancy of all or any portion of the Premises by anybody other than Tenant without obtaining, on each occasion, the prior consent of the Landlord, not to be unreasonably withheld or delayed; provided, however, that Tenant may, without Landlord's consent but, except as provided hereinbelow, with not less than ten (10) business days prior notice to Landlord (i) assign this Lease or sublet any portion of the Premises to any corporation, partnership or other business organization controlling, controlled by or under common control with Tenant (and provided Tenant and such affiliated entity remain affiliated), or (ii) assign this Lease in connection with the sale of all or substantially all of Tenant's assets or (iii) assign this lease pursuant to (a "Merger Event") a merger or consolidation of Tenant into any other firm or corporation, or (iv) assign this lease pursuant to (a "Controlling Stock Transfer") the transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise (any of the foregoing referred to as an "Affiliate Transfer"). Notwithstanding the foregoing, Tenant shall not assign or be required to give Landlord ten (10) days prior written notice of a Controlling Stock Transfer, provided that Tenant shall use its best efforts to give such notice and Tenant shall, in any manner transfer event, give Landlord notice thereof as soon as Tenant has knowledge thereof. For the purposes of this Lease notice obligation, a Controlling Stock Transfer shall be deemed to have occurred when one stockholder (or a group of affiliated stockholders) shall own and hold more than 50% of the outstanding voting stock of Tenant. Notwithstanding the foregoing, (i) an assignment of this lease as a result of a Merger Event shall only be treated as an "Affiliate Transfer" if such event is pursued and completed by Tenant for a legitimate corporate business purpose and not to avoid Tenant's obligations under this lease or to circumvent the need to obtain Landlord's consent hereunder, and (ii) if the assignee subsequently elects to lease additional space from Landlord pursuant to the provisions of Article XIII hereof and Landlord provides Tenant with an improvement allowance or other funding for tenant improvements for any estate or interest hereunder such additional space, and the net worth of the assignee at the time the assignee exercises its right to lease such additional space is less than the net worth of the original named Tenant herein at the time of the Merger Event, then as a condition precedent to Landlord's obligations to fund such tenant improvements and as security therefor, Tenant shall not sublease obtain and deliver to Landlord a Letter of Credit (conforming with the Premises or any part thereof without provisions of Article X of the prior written consent Xxxxxxx Road Lease) in an amount equal to one-third of the cost of such tenant improvement allowance and other funding from Landlord, which Letter of Credit shall be maintained by Tenant for the balance of the lease Term. Notwithstanding the requirement of prior notice to Landlord of an Affiliate Transfer, Tenant shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent required to such assignment or sublease, Tenant shall provide Landlord with financial statements material non- public information, provided that Tenant shall notify Landlord of a proposed Affiliate Transfer as soon as reasonably practicable and in any event as soon as any transaction which shall result in an Affiliate Transfer is announced to the public. Tenant's request for consent to an assignment or subletting and Tenant's notice to Landlord of an Affiliate Transfer shall include a copy of the proposed transferee instrument of assignment or subletting, if available, or else a statement of the proposed assignment or subletting in detail satisfactory to Landlord, together with reasonably detailed financial, business and such other information as about the proposed assignee or sublessee and, in the case of an Affiliate Transfer, its relationship with Tenant. Without limiting the reasons for which Landlord may reasonably requestwithhold consent, Landlord's withholding shall be deemed reasonable if Landlord determines that a proposed assignee's or sublessee's financial condition would not be acceptable to Landlord on a direct lease of the space in question, notwithstanding that the original Tenant is required to remain primarily liable therefor hereunder. Tenant shall not be entitled offer to receive monetary damages based make or enter into negotiations with respect to an assignment or subletting for use other than first class general office use. Except in the case of an Affiliate Transfer, if Tenant proposed to (x) assign this Lease or (y) sublet any portion of the Premises for the balance of the Term of this lease (inclusive of extension periods available to the sublessee but not including unexercised extension periods under this lease), Landlord shall have the option (but not the obligation) to terminate the Lease (but only with respect to the portion of the Premises which Tenant proposes to sublet in the case of a proposed subletting) effective upon a claim that the date of the proposed assignment and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (30) days after Landlord's receipt of Tenant's request. If Landlord unreasonably withheld exercises its consent right to terminate this Lease with respect to a proposed transfer portion of the Premises, Landlord will have the right to a third party demise such space and Tenant’s sole remedy shall be provide access thereto for the purpose of leasing such space. If Tenant does make an action assignment (other than an Affiliate Transfer) of this lease or in connection with any subletting of up to enforce any such provision through specific performance or declaratory judgment. fifty percent (50%) of the rentable floor area Premises, Tenant shall reimburse Landlord for its actual reasonable costs pay to Landlord, as additional rent, fifty percent (50%) of the amount (the "Net Sublet Profit") by which the aggregate rent and expenses incurred other charges payable to Tenant under and in connection with such assignment or sublease requestsubletting (including without limitation any amounts paid for leasehold improvements) exceeds the rent and other charges paid hereunder, provided Tenant shall first be permitted to recover the reasonable costs incurred in connection such assignment or subletting (the "Net Sublet Profit"). In connection with any subletting in excess of fifty percent (50%) of the rentable floor area Premises, Tenant shall pay to Landlord, as additional rent, one hundred percent (100%) the Net Sublet Profit. Tenant shall pay to Landlord, as additional rent, Landlord's reasonable legal fees and other reasonable out-of-pocket expenses incurred in connection with any proposed assignment or subletting, including fees for review of documents and investigations of proposed assignees. Notwithstanding anything any such assignment or subletting, the original Tenant named herein shall remain directly and primarily obligated under this Lease, notwithstanding any recognition (by acceptance of rent or otherwise) or indulgence or waiver at any time granted to Landlord to Tenant or any assignee or sublessee; and Tenant in the case of an Assignment shall be deemed to have waived all defenses otherwise available to Tenant as guarantor or surety. No consent to any assignment or subletting in a particular instance shall be deemed a waiver of the obligation to obtain the Landlord's consent in case of any other assignment or subletting. Any assignee of this Lease shall have been deemed to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially assume all of the shares obligations and liabilities of stock or assets of tenant, jointly and severally with Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and any sublease shall be deemed subject and subordinate to this Lease and to the Term hereof. After any default by Tenant hereunder (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iiithe expiration of any applicable notice or cure period), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consentupon written notice to Tenant and any affected subtenant, to collect the rent and other charges due under any sublease or license a portion of the Premises directly from the subtenant and apply the same to Tenant's obligations hereunder, without being deemed to have accepted such subtenant as a Related Entity described in subsection (i) above, provided that such Related Entity does not use direct tenant or to have waived any rights or remedies against Tenant as the Premises for any other use than the use permitted by primary obligor under this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitylease.

ASSIGNMENT & SUBLETTING. Except as provided herein, The following is added at the end of Section 5.2.1 of the Lease: “If Tenant shall not desires to assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises sublet all or any part portion of the Premises, then Tenant shall give notice thereof without the prior written consent of to Landlord, which notice shall not be unreasonably withheldaccompanied by (i) the date Tenant desires the assignment or sublease to be effective, conditioned(ii) the material business terms on which Tenant would assign or sublet such premises, (iii) a description of the portion of the Premises to be sublet, if applicable, (iv) a true and complete statement reasonably detailing the identity of the proposed assignee or delayed. As part subtenant, the nature of Tenant’s request forits business, and as a condition toits proposed use of the Premises, Landlord’s consent (v) current financial information with respect to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee assignee or subtenant, including, without limitation, its most recent financial statements, and (vi) such other information as Landlord may reasonably request. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent granted the right, at Landlord’s option (x) with respect to a proposed transfer assignment, to terminate this Lease, upon the terms and conditions hereinafter set forth; and (y) with respect to a third party sublease, to terminate this Lease with respect to the portion of the Premises proposed to be sublet, upon the terms and Tenant’s sole remedy conditions hereinafter set forth. If Landlord exercises its option to terminate this Lease (in whole or in part) pursuant to the foregoing provisions, then (a) this Lease (or that part of the Lease relating to the part of the Premises proposed to be sublet, as applicable) shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs end and expenses incurred in connection with expire on the date that such assignment or sublease request. Notwithstanding anything in this Lease was to commence (as if such date were the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent expiration date of the Landlord need not term hereof), (b) Rent shall be obtained if the assignment pro-rated and paid or refunded as of the Lease is to a: such date, (ic) parentTenant, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); providedupon Landlord’s request, however, that (i) shall enter into an agreement confirming such Related Entity does not use the Premises for any other use than the use permitted by this Leasetermination, and (iid) with respect Landlord shall be free to an assignment lease the Premises or applicable part thereof, to a Related Entity described in subsections (ii) and (iii)any person or persons, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the rightincluding, without Landlord’s consentlimitation, to sublease Tenant’s prospective assignee or license a portion of the Premises subtenant. In no event shall Landlord be considered to a Related Entity described in subsection have withheld its consent unreasonably to any proposed assignment or subletting if (i) above, provided it being understood that such Related Entity does this is not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.all-inclusive list):

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant Subtenant shall not sub-sublease or sub-assign or in any manner transfer this Lease all or any estate or interest hereunder and shall not sublease portion of the Subleased Premises or any part thereof without the prior Sublandlord’s written consent of Landlord, which shall (not to be unreasonably withheld, conditioned, conditioned or delayed), and, in all cases, any such sub-sublease or sub-assignment must be in strict compliance with the terms and conditions of the Master Lease. To the extent permitted by the Master Lease, Sublandlord and Subtenant shall split any such profits 50/50. As part of Tenant’s request forused in this section, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for “profits” means the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce base rental payments received under any such provision through specific performance sub-sublease or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred sub-assignment (if any) in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent excess of the Landlord need not be obtained if the assignment of the Lease is to a: Base Rent received hereunder after first deducting (i) parentreasonable expenses incurred by the Subtenant (e.g., lease procurement costs, TI allowance, free rent, brokerage commissions, advertising, etc., but all such expenses shall be limited to commercially reasonable amounts as would be incurred in subleasing or assigning similar-situated space) and (ii) any profit paid to Master Landlord pursuant to the Master Lease. Notwithstanding the foregoing and subject to the terms of the Master Lease, Subtenant may assign, encumber or transfer its interest in this Sublease to its parent company or a corporation or other entity under common control with Subtenant or a subsidiary or affiliate of Tenant; (ii) company with it or its parent company, or to a corporation or other entity in which Tenant may merge it is merged, consolidated or consolidate; (iii) corporation that acquires acquired by, or to which all or substantially all of the shares its assets are sold. Additionally, a transfer of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation other beneficial interests in the event of a corporate reorganization (a “Related Entity”); provided, however, that Subtenant (i) such Related Entity does not use among the Premises for any other use than the use permitted by this Leaseexisting shareholders or beneficial interest holders, and or (ii) with respect to an assignment to a Related Entity described the issuance of stock or other beneficial ownership interests in subsections (ii) and Subtenant for the purpose of obtaining equity financing, or (iii)) transfers of stock or other beneficial interests in Subtenant for estate planning purposes, such Related Entity has shall not require Sublandlord’s consent as long as it is for a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have good business purpose and not for the right, without Landlordprincipal purpose of transferring Subtenant’s consent, to sublease or license a portion of the Premises to a Related Entity described interest in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntitySublease.

ASSIGNMENT & SUBLETTING. Except as provided hereinThis Lease may not be assigned by Tenant, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease no part of the Premises or any part thereof Leaxxx Xxemises may be subleased by Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord may condition the grant of such consent upon the Tenant's payment of all attorney's fees and costs incurred by the Landlord thereby, conditioned, or delayed. As part upon delivery of Tenant’s request forsuch information as the Landlord reasonably requests in relation thereto, and as upon receipt of a condition to, guarantee and indemnification acceptable to Landlord’s consent to such . If there is an assignment or subleasesubleasing without the express written consent of Landlord, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant collect Basic Annual Rent and Additional Rent from the assignee, subtenant or occupant and apply the net amount collected to the amounts due under this Lease; but such collection shall not be entitled deemed a waiver of Landlord's right to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such forbid the assignment or sublease requestand it shall not be deemed to be the acceptance by Landlord of the assignee, subtenant or occupant as a Tenant hereunder, or as a release of performance of the obligations of Tenant. Notwithstanding anything in this Lease to Each time that the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, submits a request for the consent of the Landlord need not be obtained to permit the Tenant to assign or sublease, the Landlord has the option during the 90 day period following such request to end the term of this Lease as of a date stated by Landlord, and Landlord has no liability to the Tenant if the assignment of the Lease is to a: (i) parent, subsidiary Landlord enters into a lease or affiliate of Tenant; (ii) company other agreement with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfersubtenant or assignee prior to, along with all applicable documentation and other information necessary for Landlord to determine that upon, or after such declaration by the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLandlord.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without Without the prior written consent of Landlord, Landlord (which consent Landlord shall not be unreasonably withheldwithhold, conditionedcondition or delay, due consideration being given to the experience of the proposed assignee or subtenant in the conduct of businesses permitted by this Lease and also to the financial stature of such proposed assignee or subtenant), neither Tenant, nor Tenant’s legal representatives or successors in interest shall assign this Lease, by operation of law or otherwise, or delayed. As sublet the whole or any part of Tenant’s request forthe Leased Premises. Notwithstanding the foregoing, and as a condition to, Tenant may sublet up to 11,000 sq. ft to WEG Electric Corp. or any affiliate thereof without Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably requestconsent. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsWithout limitation, the consent of the Landlord need not be obtained if the assignment of the Lease is to aterm “assign” as used herein, shall include: (i) parent, subsidiary an assignment of a part interest in this Lease or affiliate of Tenanta part interest in the Premises; and (ii) company with which Tenant may merge any merger, consolidation, transfer (singly or consolidate; (iiiin combination) corporation that acquires all of shares or substantially all interests constituting more than half of the total shares or interests outstanding or any other transaction the effect of stock which is directly or assets indirectly to transfer to any third party the benefits of this Lease, unless the successor would have an equal or greater net worth than Tenant in which case such transfer shall not be included in the term “assign”. Upon thirty day’s written notice to Landlord by Tenant, Landlord shall consent to Tenant’s assignment of its rights under this Lease: (a) to a wholly owned subsidiary of Tenant; or (ivb) as security in favor of any bank or lending institution to secure any corporation which is loan or other financial accommodation by such bank or lending institution to Tenant, provided that such assignment shall not encumber, and shall remain subordinate to, the successor corporation interest of Landlord or Landlord’s mortgagee in the event Leased Premises and that such collateral assignment shall be consistent with the terms of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect provided, further, that Landlord and such mortgagee shall enter into a written agreement to an assignment that effect, in form reasonably satisfactory to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as “Transfers” and all or any of assignees, subtenants, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 5.8, conditionedthis Lease may be assigned, or delayed. As part of Tenant’s request forthe Premises may be sublet, and as a condition toin whole or in part, Landlord’s consent after prior notice to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of Tenant’s assets or capital stock or assets of Tenant; will be transferred, or (ivii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the event greater of a corporate reorganization (a “Related Entity”); provided, however, that (i) the net worth of Tenant as of the date of such Related Entity does not use the Premises for any other use than the use permitted by this Leasecorporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a “Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to an assignment a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Related Entity described Transfer to any of the following: (i) a tenant in subsections the Xxxxx Xxxxx Office Park; (ii) and any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Xxxxx Xxxxx Office Park; or (iii)) any party which would be of such type, such Related Entity has character or condition as to be inappropriate, in Landlord’s judgment, as a tangible net worth equal to or greater than $10,000,000.00tenant for a first class office building. Landlord agrees that Notwithstanding the foregoing, Tenant shall have the rightmay, without Landlord’s consent, offer to sublease make or license make a Transfer of a portion of the Premises to Transform Pharmaceuticals, Inc. and/or Alterex, Inc., current tenants of the Building. Tenant’s request for consent to a Related Entity described Transfer shall include a copy of the proposed Transfer instrument, if available, or else a statement of the proposed Transfer in subsection detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. Any Transfer, except Permitted Transfers, made without Landlord’s consent shall be void. Landlord shall have the option (ibut not the obligation) above, provided that such Related Entity does not use to terminate the Lease with respect to a Transfer of the entire Premises for any other use than which Tenant proposes effective upon the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation Transfer and other information necessary continuing for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification proposed term thereof by giving Tenant notice of such proposed transferee termination within 60 days after Landlord’s receipt of Tenant’s request. Tenant, however, shall have the right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant does make a Transfer hereunder, and, in the event that any assignee or subtenant pays to Tenant any amounts in excess of the Annual Fixed Rent, Additional Rent, and all other payments then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the Premises (such excess being hereinafter referred to as an affiliate “Sublease Profits”), Tenant shall promptly pay fifty percent (50%) of said Sublease Profits to Landlord as and when received by Tenant or a Related Entity.after deduction of Tenant’s Sublease Costs (as hereinafter defined). The term “

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign sublet the Leased Premises or in any manner part thereof, nor allow the same to be used or occupied by any other person or for any other use than that herein specified, nor assign, mortgage, encumber or otherwise transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof therein, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, Landlord (and as a condition to, Landlord’s consent to such consent, which in any event may be withheld by Landlord, in its sole discretion. Landlord may require (a) that Tenant pay Landlord all or any portion of the consideration for assignment or subleasethe rental under sublease in excess of the rental under this Lease, Tenant shall provide Landlord with financial statements for and/or (b) that the proposed transferee assignee expressly assume this Lease or that the subtenant expressly agree to attorn to Landlord; and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce suffer or permit any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestother transfer by operation of law or otherwise, of the estate or interest of Tenant in the Leased Premises acquired in, by or through this Lease. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, Any request for the consent of the Landlord need not be obtained if the assignment to an assignment, mortgage, encumbrance, or transfer of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, or a subletting of the Leased Premises shall be accompanied by a payment in the amount of $250.00 representing a reasonable estimate of Landlord's costs of processing and (ii) with respect to an assignment to a Related Entity described administration in subsections (ii) reviewing Tenant's request and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00the information pertaining thereto. Landlord agrees that Tenant shall have the rightnot be required to respond to any such request without payment, without Landlord’s consentas aforesaid. Any consent which Landlord may give to any assignment, mortgage, encumbrance or other transfer of this Lease or to any sublease or license a portion co-tenancy of the Leased Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior be restricted to the effective date of the proposed transferparticular assignment, along with all applicable documentation and other information necessary for Landlord to determine that the requirements mortgage, encumbrance or transfer of this Section 13 have been satisfiedLease or to the particular sublease or co-tenancy, including if applicableand the agreement herein not to assign or sublet shall remain in effect against Tenant and Tenant's assign(s). Any consent to assignment, the qualification of such proposed transferee as an affiliate transfer or sublease which may be given by Landlord shall not constitute a release of Tenant or a Related Entityany guarantor from the covenants herein contained, it being understood that Tenant and any guarantor of this Lease shall remain fully liable for the payment and performance hereof.

ASSIGNMENT & SUBLETTING. Except as provided herein, (a) Tenant shall not assign either voluntarily or in any manner by operation of law, assign, mortgage, encumber, or otherwise transfer this Lease or any estate interest herein, or interest hereunder and shall not sublease sublet the Demised Premises or any part thereof thereof, or permit the Demised Premises to be used or occupied by anyone other than Tenant or Tenant’s employees without the prior written consent of the Landlord, which shall consent may be not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, withheld provided that (i) Tenant shall provide provides Landlord with financial statements of the assignee or subtenant evidencing that such subtenant or assignee has a net worth and credit history equal to or greater than the credit history of Tenant as of the date hereof and (ii) Tenant remains responsible for all Rent and other obligations of Tenant under this Lease for the proposed transferee remainder of the Term. The foregoing restriction shall apply to any permitted subtenant or assignee of this Lease. Any assignment or hypothecation of the Demised Premises without the written consent of Landlord, shall be null and such void. In no event shall Tenant be released from any liability hereunder. Any assignment, subletting or other information as Landlord may reasonably requestaction in violation of the foregoing without the Landlord’s consent shall be void and shall (at Landlord’s option) constitute a material breach of this Lease. Tenant For purposes of this Section 33(a), an assignment shall include any direct or indirect transfer of any interest in Tenant, this Lease or the Demised Premises by Tenant, including but not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent limited to a proposed transfer pursuant to a third party and Tenant’s sole remedy merger, division, consolidation or liquidation, or pursuant to a change in ownership of Tenant involving a transfer of voting control in Tenant (whether by transfer of partnership interests, corporate stock or otherwise). Notwithstanding the foregoing, the original named Tenant herein shall be permitted to assign this Lease or sublease any portion of the Demised Premises to an action Affiliate (as hereinafter defined) without Landlord’s consent provided that: (i) no default then exists under this Lease, (ii) Tenant provides Landlord with a copy of such assignment or sublease within fifteen (15) days after the execution thereof, (iii) Tenant provides Landlord with financial statements of the assignee or subtenant evidencing that such subtenant or assignee has a net worth and credit history equal to enforce any such provision through specific performance or declaratory judgment. greater than the credit history of Tenant shall reimburse Landlord as of the date hereof, (iv) Tenant remains responsible for its actual reasonable costs all Rent and expenses incurred in connection other obligations of Tenant under this Lease for the remainder of the Term and (v) the Guarantor simultaneously with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment Affiliate executes and delivers to Landlord a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion reaffirmation of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by its existing Guaranty of this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.The term “

ASSIGNMENT & SUBLETTING. Except as provided hereinTenant, Tenant voluntarily or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, mortgage or any estate otherwise encumber or interest hereunder and shall not sublease convey the Premises or any part portion thereof or any interest therein, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”, and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. As part A Transfer shall include, without limitation, any transfer of Tenant’s request forinterest in this Lease by operation of law, merger or consolidation of Tenant in to any other entity, and the transfer or sale of a controlling interest in Tenant, whether by transfer or sale of its capital stock, equity interests, or otherwise. Any Transfer without such consent shall be null and void and of no effect whatsoever. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged or consolidated or to any corporation or entity to which all or substantially all of the Tenant’s assets and/or stock will be transferred, or (ii) to any corporation or other entity which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the surviving corporation or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the greater of the net worth of Tenant (A) as of the date of such corporate transaction, and (B) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a condition to, “Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Transfer to any of the following: (1) a tenant in the Building and Landlord has space available for such assignment proposed tenant as of the proposed effective date of such transfer; (2) any party with whom Landlord within the six (6) months has given a written proposal for space in the Building; (3) any entity owned by, owning, or subleaseaffiliated with, directly or indirectly, any tenant or party described in clauses (1) or (2) hereof; or (4) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee, including Transferee’s proposed Hazardous Substances List, if applicable. If Tenant intends to Transfer fifty percent (50%) or more of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with financial statements written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that the proposed Transfer was to be effective after Landlord receives such notice from Tenant and continuing for the proposed transferee term of such Transfer by giving Tenant notice of such termination within thirty (30) days after Landlord’s receipt of such notice from Tenant. Tenant may withdraw its notice to Transfer by notifying Landlord within five (5) Business Days after Landlord has given Tenant notice of such termination, in which case the Lease shall not terminate but shall continue. If Tenant makes a Transfer hereunder which is not a Permitted Transfer, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (y) Tenant’s reasonable out-of-pocket costs, including without limitation, broker commissions, legal fees, free rent periods or other tenant allowances and any construction costs incurred by Tenant, to procure the sublease, Tenant shall pay to Landlord, as Additional Rent, Permitted Transfers excepted, fifty percent (50%) of the amount of such excess within thirty (30) days after Tenant’s receipt thereof. No requested consent to a Transfer, in the case of proposed sublease or assignment of the Lease, shall be deemed given unless and until Landlord, Tenant and the proposed Transferee shall have executed and delivered a consent agreement in form and substance satisfactory to Landlord. Landlord will not unreasonably withhold or condition its consent and will grant or deny such consent within thirty (30) days after receipt of all information reasonably required to evaluate a Transfer. Failure of Landlord to so grant or deny such consent within five (5) Business Days following a second written request from Tenant shall be deemed a consent provided that Tenant’s second written request: (i) includes the following legend in capital letters on both the envelope and letter: “FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED A CONSENT BY LANDLORD TO THIS REQUEST.”, and (ii) is delivered to Landlord pursuant to Landlord’s address set forth in Section 1.1 (or such other information address as Landlord may reasonably requestdesignate pursuant to Section 8.3) to the attention of Senior Counsel, Director of Asset Management and General Manager. Tenant shall not be entitled pay to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party Landlord, as Additional Rent, Landlord’s reasonable legal fees and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and other expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees and supervisory fees including without limitation a fee of one percent (1%) of hard and soft costs associated with any alterations performed in connection with such assignment or sublease requestTransfer. Notwithstanding anything in any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the contraryPremises (or any part thereof), so long as Tenant is not in default such Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant’s agreements under this Lease beyond arising on and after the date of such Transfer (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee (other than a Transferee in a Permitted Transfer) shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. If Tenant is in default after applicable notice and cure periods, Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the provisions of this Section 5.8, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a particular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer. Notwithstanding anything contained in this Section 5.8 to the Landlord need contrary, Tenant shall be permitted from time to time to permit consultants or other individuals performing services related to Tenant’s business at the Premises (“Approved Users”) to occupy space within the Premises if and so long as such Approved Users are related to Tenant’s business at the Premises, provided that (a) Tenant does not be obtained if separately demise such space; (b) the assignment Approved Users shall not occupy, in the aggregate, more than 5% of the Lease rentable area in the Premises; (c) the Approved Users occupy space in the Premises for the Permitted Uses and for no other purpose; and (d) in the event any Approved Users shall use or occupy the Premises for eight (8) or more weeks, Tenant shall notify Landlord, in writing, of the identity of any such Approved Users prior to occupancy of any portion of the Premises by such Approved Users. If any Approved Users occupy any portion of the Premises as described herein, it is to a: agreed that (i) parentthe Approved Users must comply with all provisions of this Lease, subsidiary or affiliate of Tenantand a default by any Approved Users shall be deemed a default by Tenant under this Lease; (ii) company all notices required of Landlord under this Lease shall be forwarded only to Tenant in accordance with which Tenant may merge or consolidatethe terms of this Lease and in no event shall Landlord be required to send any notices to Approved Users; (iii) corporation that acquires all in no event shall any use or substantially all occupancy of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described by any Approved User release or relieve Tenant of any of its obligations under this Lease; (iv) in subsection (i) above, provided that such Related Entity does not use no event shall occupancy of any portion of the Premises for any other use than the use permitted by this Lease. Approved Users be deemed to create a landlord/tenant relationship between Landlord and such Approved Users; and, (v) in all instances, Tenant shall give Landlord written notice at least ten (10) days prior to be considered the effective date sole tenant under the Lease notwithstanding the occupancy of any portion of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that Premises by the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityApproved Users.

ASSIGNMENT & SUBLETTING. Except as provided hereinpermitted in Section 18 or Section 19, Tenant shall Lessee may not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares Tax-Exempt Facilities or assign its rights and obligations under this Facilities Lease, except to affiliates or pursuant to the Sublease and Operating Agreement or the Deed of stock Trust, without first obtaining written approval by Lessor for such assignment or assets sublease and then, only in conjunction with an assignment of Tenant; the Ground Lease. Lessor approval of a proposed assignment or sublet of all or substantially all of the Tax-Exempt Facilities shall not be unreasonably withheld provided that (i) the proposed assignee or sublessee is a party of similar financial worth to Lessee, and Lessee shall have provided Lessor with proof thereof, (ii) the proposed assignee or sublessee is experienced in the Permitted Uses (as defined in the Ground Lease) and Lessee shall have provided Lessor with proof thereof, (iii) the nature and character of the proposed assignee or sublessee, its business and activities and intended use of the Tax-Exempt Facilities are in Lessor’s reasonable judgment consistent with the requirements of this Facilities Lease, (iv) the assignee or sublessee is subject to all of the terms and provisions of this Facilities Lease (which any assignee or sublessee shall expressly assume in writing) and to any corporation matters to which this Facilities Lease is subject, including, without limitation, the successor corporation in Federal Tax Certificate, and (v) the event granting of such consent will not constitute a corporate reorganization (default under any other agreement to which Lessor is a party or by which Lessor is bound. Lessor shall have no obligation to consent, accept or approve any assignee or sublessee that would adversely affect or otherwise jeopardize Lessor’s “Related Entity”)strategic seaport” classification by the United States Department of Defense. Consent by Lessor to any assignment or sublease shall not constitute a waiver of the necessity for such consent to any subsequent assignment or sublease. Lessee shall at all times remain liable for the payment of Rent herein and for compliance with all of its obligations under this Facilities Lease notwithstanding any assignment or subletting under the Facilities Lease. The foregoing is not intended to prevent the sublease by Lessee of less than substantially all of the Tax-Exempt Facilities, or to require the consent of the Lessor with respect to any such sublease; provided, however, that Lessee shall deliver a copy each sublease to Lessor promptly after its execution and such sublease shall contain an express obligation on behalf of the sublessee to comply with all the terms and conditions of this Facilities Lease, and that no such sublessee shall (i) such Related Entity does not use the Premises Tax-Exempt Facilities for any other use than that is not permitted or that would affect the use permitted by this Lease, and tax-exempt status of the Series 2020A Bonds or (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to adversely affect or greater than $10,000,000.00. Landlord agrees that Tenant shall have otherwise jeopardize Lessor’s “strategic seaport” classification by the right, without Landlord’s consent, to sublease or license a portion United States Department of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityDefense.

ASSIGNMENT & SUBLETTING. Except as provided herein, 4. Tenant shall not assign sublet, assign, transfer, mortgage, pledge, hypothecate, or in any manner transfer encumber this Lease or any estate or interest hereunder and shall not sublease the Premises herein or any part thereof portion hereof, or permit or suffer any other person (the employees, agents, servants, and invitees of Tenant excluded) to occupy or use the Premises, or any portion thereof, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part In lieu of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld granting its consent to a proposed transfer subletting or assignment, Landlord may, at its sole option, terminate this Lease by notice to a third party and Tenant’s sole remedy Tenant given within five (5) business days from the receipt of request for permission to sublet or assign. Such termination shall be an action to enforce any such provision through specific performance effective on the same date as the commencement date of the proposed subletting or declaratory judgmentassignment. Tenant shall reimburse Landlord for have the right to negate any such termination by withdrawing its actual reasonable costs and expenses incurred request within five (5) days after receipt of Landlords notice of termination, in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of which event the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation shall remain in full force and effect. In the event of a corporate reorganization (a “Related Entity”); providedany assignment or subletting, however, that (i) such Related Entity does not use Tenant shall remain the Premises for any other use than the use permitted by principal obligor under all covenants of this Lease, and (ii) with respect by accepting any assignment or subletting, an assignee or subtenant shall become bound by and shall perform, and shall become entitled to an assignment to a Related Entity described in subsections (ii) and (iii)the benefit of, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion all of the Premises terms, conditions, and covenants by which the Tenant is bound. A consent to a Related Entity described in subsection (i) aboveany such assignment, provided that such Related Entity does not subletting, occupation, or use the Premises for by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use than by another person. Any such assignment or subletting without such consent shall be void, and shall, at the use permitted by this option of the Landlord constitute a default under the Lease. This Section shall not preclude Tenant shall give Landlord written notice at least ten (10) days prior to from periodically renting the effective date of facility or meeting rooms for community or private events. Any rental must be in accordance with the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine prescribed rental agreement that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee is attached as an affiliate of Tenant or a Related Entity.Exhibit A.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign be permitted to assign, transfer or in any manner transfer otherwise sublet its interest under this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof Lease, without the prior written consent of Landlord, which shall not be unreasonably withheld. In determining whether such proposed assignment, conditionedtransfer or sublet is reasonable, or delayed. As part of Landlord may consider whether: (a) Tenant is then current under its obligations under this Lease; (b) the assignee/transferee/subtenant evidences the financial wherewithal to perform the Tenant’s request for, obligations under this Lease; and as a condition to, (c) the assignee/transferee/ subtenant evidences experience to Landlord’s consent 's satisfaction in owning and operating the type of business which the assignee/transferee/subtenant proposes to such assignment or sublease, Tenant shall provide Landlord with financial statements for conduct in the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgmentPremises. Tenant shall reimburse Landlord for its actual all of Landlord’s reasonable costs and expenses (including without limitation reasonable attorneys’ fees) incurred in connection with such assignment reviewing the proposed assignment, sublease or sublease requesttransfer. Tenant shall remain fully responsible in all aspects for the assignee/transferee/subtenant's performance hereunder. Notwithstanding anything in the provisions of this Lease Section 13 to the contrary, so long as Landlord’s consent shall not be required for any assignment, sublease or transfer to an entity that (i) controls, is controlled by, or is under common control with, Tenant, (ii) an entity which results from a merger, consolidation or other reorganization with Tenant, provided that, if Tenant is not in default under this Lease beyond applicable notice and cure periodsthe surviving entity, the consent surviving entity has a net worth at the time of such assignment that is equal to or greater than the Landlord need not be obtained if the assignment net worth of the Lease is Tenant immediately prior to a: (i) parent, subsidiary such transaction; or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that an entity which purchases or otherwise acquires all or substantially all of the shares of stock or assets of Tenant; or Tenant (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (each, a “Related EntityPermitted Transfer”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant A. Subtenant shall not assign transfer, assign, encumber or in any manner transfer this Lease sublet (collectively, “Transfer”) all or any estate or interest hereunder and shall not sublease portion of the Sublease Premises or any part thereof its interest under this Sublease, directly or indirectly, by operation of law or otherwise, without the prior written consent of both Sublandlord and Master Landlord, which consent shall not be unreasonably withheldwithheld by Sublandlord. In addition to the requirements of this Sublease, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy any Transfer shall be an action subject to enforce the conditions and requirements for such Transfer as set forth in the Master Lease. Any fee charged by Master Landlord in connection with any such provision through specific performance or declaratory judgmentTransfer shall be paid by Subtenant. Tenant Subtenant shall reimburse Landlord Sublandlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least proposed Transfer within ten (10) days prior of Sublandlord’s written demand. Subtenant shall pay to the effective date Sublandlord one hundred percent (100%) of any sums received in connection with such Transfer in excess of the proposed monthly Base Rent payable hereunder. The term “Transfer” shall include, without limitation, any transfer, along with assignment, sublease, hypothecation or other action or event that would require the consent of Master Landlord under the Master Lease if Subtenant were the Tenant thereunder. For greater certainty, “Transfer” includes any direct or indirect change of control of the Subtenant, by way of the transfer or sale of shares, limited partnership units, or equity interests of the Subtenant, as the case may be, constituting more than 50% of the equity interests of the Subtenant, in any manner whatsoever. Notwithstanding the foregoing, Subtenant may make a Permitted Transfer (as such term is defined in the Master Lease) of all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitypart of its interest in this Sublease or all or any part of the Subleased Premises to a Permitted Transferee (as such term is defined in the Master Lease) of Subtenant on the same terms and conditions set forth in Section 10(f) of the Master Lease as if Subtenant were the “Tenant” thereunder.

ASSIGNMENT & SUBLETTING. 5. Except as provided hereinherein set forth, Tenant shall not assign sublet, assign, transfer, mortgage, pledge, hypothecate or in any manner transfer encumber this Lease or any estate or interest hereunder and shall not sublease the Premises herein or any part thereof portion hereof, or permit or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. As part In lieu of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld granting its consent to a proposed transfer subletting or assignment, Landlord may, at its sole option, terminate this Lease by notice to a third party and Tenant’s sole remedy Tenant given within five (5) business days from the receipt of request for permission to sublet or assign. Such termination shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to effective on the contrary, so long same date as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent commencement date of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary proposed subletting or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00assignment. Landlord agrees that Tenant shall have the right, without Landlord’s consent, right to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that negate any such Related Entity does not use the Premises for any other use than the use permitted termination by this Lease. Tenant shall give Landlord written notice at least withdrawing its request within ten (10) days prior after receipt of Landlord's notice of termination, in which event the Lease shall remain in full force and effect. Permission is, however, granted Tenant to assign this Lease and also to sublet to any subsidiary corporation of Tenant, or parent corporation of Tenant, upon giving Landlord written notice. In the event of any assignment or subletting, Tenant shall remain the principal obligor under all covenants of this Lease, and by accepting any assignment or subletting, as assignee or subtenant shall become bound by and shall perform and shall become entitled to the effective date benefit of all of the terms, conditions and covenants by which the Tenant is bound. A consent to any such assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the Lease. With prior approval by the Landlord of the proposed transfersub-tenant, along with all applicable documentation Tenant may sublet a portion of the premises, any subletting or assignment consented to by Landlord shall be evidenced only in writing and other information necessary for Landlord in form acceptable to determine Landlord. It is contemplated that the tenant may sublet a portion of the facility for daycare services for its employees. In the event this is done the parties agree to sign the appropriate documents and lease modifications to allow the same and include all necessary insurance requirements for the protection of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityparties.

ASSIGNMENT & SUBLETTING. (a) Tenant shall not, voluntarily or by operation of law, assign, mortgage, pledge, hypothecate or encumber this Lease, or sublet all or a portion of the Premises, without Landlord’s prior written consent, which consent may be granted or withheld by Landlord in its sole and absolute discretion. An assignment of this Lease by Tenant shall be deemed to have occurred if in a single transaction or in a series of transactions the ownership interests (whether stock, partnership interests, membership interests or other) of Tenant or any parent company of Tenant are transferred, diluted, reduced or otherwise affected with the result that the present owners have less than a 51% ownership interest in Tenant or the parent company, as applicable, or cease to control the management and operation of Tenant or the parent company, as applicable. Notwithstanding anything to the contrary, the provisions of this subsection shall not apply to Tenant or any parent company of Tenant so long as its stock is publicly traded on a recognized national securities exchange; provided if Tenant or any parent company of Tenant ceases to be publicly traded, the provision of this section shall apply thereafter, based on the ownership of Tenant or the parent company at the time it became privately owned. Except as provided hereinotherwise expressly permitted hereunder, Tenant shall not assign allow any other person or in any manner transfer this Lease entity to occupy the Premises (or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayedportion thereof). As part of Tenant’s request for, and as a condition to, Landlord’s consent to such an assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant subletting shall not be entitled to receive monetary damages based upon deemed a claim that Landlord unreasonably withheld its consent to any subsequent assignment or subletting. Landlord shall be entitled to, and Tenant shall remit to Landlord, any profit that may inure to Tenant as a proposed transfer result of an assignment of this Lease or subletting of the Premises (or portion thereof). Landlord shall have the right to a third party directly collect the rent payable by any subtenant of Tenant and apply the same to Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default obligations under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant no further instruments shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary be required for Landlord to determine that exercise such right; provided Tenant agrees to execute and cause its subtenant to execute any instruments reasonably requested by Landlord for the requirements purposes of this Section 13 have been satisfied, including if applicable, the qualification of allowing it to collect such proposed transferee as an affiliate of Tenant or a Related Entityrents.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant Lessee shall not assign or in any manner transfer this Lease nor any --------------------- rights hereunder, nor let or any estate or interest hereunder and shall not sublease the Premises sublet all or any part thereof of the Premises, nor suffer or permit any person of corporation to use any part of the Premises, without first obtaining the express prior written consent of LandlordLessor, which consent shall not be unreasonably withheld. The transfer of fifty percent (50%) or more of the stock of Lessee if Lessee is a corporation, conditionedthe transfer of any partnership interest if Lessee is a partnership, or delayedthe transfer of a beneficial interest in a land trust if Lessee is a land trust, shall not be unreasonably withheld. As /s/ SHA JR deemed an assignment requiring the consent of Lessor if any such transfer will effectively vest control of Lessee in an entity or person other than the entity or person then having such control. Should Lessor consent to such assignment of this Lease or to a sublease of all or any part of Tenant’s request forthe Premises, Lessee does hereby guarantee payment of all Rent herein reserved and as a condition toall other obligations hereunder until the expiration of the Term. No failure of Lessor to promptly collect from any assignee or sublessee, Landlord’s or any extension of the time for the payment of such rents, shall release or relieve Lessee or any guarantor from its guaranty or obligation of payment of such rents or performance of other obligations. Should Lessor consent to such assignment or sublease, Tenant shall provide Landlord with financial statements all amounts received by Lessee as consideration for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not same, including, without limitation, amounts received from a sublessee in excess of amounts to be entitled remitted by Lessee to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy Lessor hereunder, shall be the property of Lessor and delivered to Lessor by Lessee immediately upon receipt. Any consent by Lessor to an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestof Lessee's rights hereunder shall be effective for that transaction only. Lessor hereby expressly reserves the right to approve or disapprove of all future assignments or subleases by Lessee or its assignee or sublessee, which approval.* Notwithstanding anything in the foregoing, Lessee may, upon thirty (30) days prior written notice to Lessor, assign this Lease without Lessor's consent, to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company a corporation with which Tenant Lessee may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) , to any corporation which is the successor corporation in the event parent or subsidiary of Lessee or to a corporate reorganization (a “Related Entity”)subsidiary of Lessee's parent; provided, however, that (i) such Related Entity does assignment shall not use the Premises for affect or reduce any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided obligations of Lessee under this Lease and that such Related Entity does Lessee shall remain primarily liable hereunder. *shall not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.be unreasonably withheld

ASSIGNMENT & SUBLETTING. Except 4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, shall assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by (i) others, without the prior written consent of Landlord in each instance or (ii) a Prohibited Person (as provided herein, Tenant shall not assign such term is hereinafter defined). The transfer of a majority of the issued and outstanding capital stock of any corporate tenant or in any manner transfer sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A modification, amendment or extension of Landlord, which a sublease shall not be unreasonably withheld, conditioned, deemed a sublease. The listing of the name of a party or delayed. As part entity other than that of Tenant’s request for, and as a condition to, Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within ten (10) days thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant shall provide agrees to indemnify Landlord with financial statements and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. Tenant hereby grants Landlord’s rental agent for the proposed transferee and Building, or such other information licensed real estate broker as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse designated by Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to from time-to-time (the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods“Designated Agent”), the consent sole and exclusive right to effect any sublet, assignment, release and other disposition of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Premises and any other space Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation has under lease elsewhere in the event Building for a period of a corporate reorganization ninety (a “Related Entity”); 90) days from the receipt of notice from Tenant with respect to each such sublet, assignment, release and disposition (provided, however, that (i) Tenant acknowledges and agrees that such Related Entity does not use Designated Agent from time to time may be obligated to endeavor to rent competitive space available in the Premises for any other use than Building on behalf of and pursuant to the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (iiinstructions of Landlord or another tenant of the Building) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have pay to such Designated Agent upon execution of each such sublease, assignment, release or other disposition a commission computed in accordance with such Designated Agent’s standard rates and rules then in effect for the right, without Landlord’s consent, to sublease or license a portion of locality in which the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityBuilding is located.

ASSIGNMENT & SUBLETTING. 4.01 Except as provided expressly set forth herein, neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in any manner transfer each instance. If this Lease is assigned, or any estate or interest hereunder and shall not sublease if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant hereunder beyond the expiration of any applicable cure or grace period, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A modification, amendment or extension of Landlord, which a sublease shall not be unreasonably withheld, conditioned, deemed a sublease. The listing of the name of a party or delayed. As part entity other than that of Tenant’s request for, and as a condition to, Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, Tenant whether or not actually performed, the same shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and discharged within thirty (30) days thereafter, at Tenant’s sole remedy shall be an action to enforce any such provision through specific performance expense, by filing the bond required by law, or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs otherwise, and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for paying any other use than the use permitted by this Leasenecessary sums, and (ii) with respect Tenant agrees to an assignment to a Related Entity described in subsections (ii) indemnify Landlord and (iii)its agents and hold them harmless from and against any and all claims, losses or liability resulting from such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises lien for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitybrokerage services rendered.

ASSIGNMENT & SUBLETTING. Except Without the prior written consent of ---------------------- Landlord (which consent Landlord shall not unreasonably withhold or delay, due consideration being given to the financial stature and ability to conduct the business contemplated by the permitted use of the Premises of such proposed assignee or subtenant), neither Tenant nor Tenant's legal representatives or successors in interest shall assign or, except as provided hereinset forth in the final paragraph of this Section, mortgage this Lease, by operation of law or otherwise, or sublet the whole or any part of the Premises. Any consent by Landlord to any act of assignment or subletting shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of Tenant, or the legal representatives or assigns of Tenant, to obtain from Landlord consent to any other or subsequent assignment or subletting, or as modifying or limiting the rights of Landlord under the foregoing covenant by Tenant not to assign or sublet without such consent. Any violation of any provision of this Lease, whether by act or omission, by any assignee, subtenant or under-tenant or occupant, shall be deemed a violation of such provision by Tenant, it being the intention and meaning of the parties hereto that Tenant shall not assign or in assume and be liable to Landlord for any manner transfer and all acts and omissions of any and all assignees, subtenants, under- tenants and occupants. If this Lease or any estate or interest hereunder is assigned, Landlord may and shall not sublease is hereby empowered to collect rent from the assignee; if the Premises or any part thereof without the prior written consent of be underlet or occupied by any person other than Tenant, Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of Tenant's default, may, and is hereby empowered to, collect rent from the under-tenant or occupant; in either of such events, if Landlord collects such rent from such assignee, subtenants, under-tenant or occupant, Landlord shall apply the net amount actually received by it to the rent due hereunder, but no such collection shall be deemed a corporate reorganization waiver of the covenant herein against assignment and underletting, or the acceptance of the assignee, subtenant, under-tenant or occupant as tenant, nor as a release of Tenant from the further performance of the covenants herein contained on the part of Tenant. The term "assign," as used herein, shall include: (a) an assignment of a “Related Entity”)part interest in this Lease, as well as any assignment from one co-tenant to another; providedand (b) as to any tenant other than an individual or individuals, howeverany merger, that consolidation or transfer (isingly or in combination) of shares constituting more than one-third of the total shares outstanding or any other transaction the effect of which is directly or indirectly to transfer to any third party the benefits of this Lease. Landlord consents to Xxxxxx's assignment of its rights under this Lease as collateral security in favor of any bank or other financial institution to secure any loan or other financial accommodation provided by such Related Entity does not use bank or institution to Tenant, but no such assignment shall limit or waive the Premises requirement of consent for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityassignment.

ASSIGNMENT & SUBLETTING. Except as provided herein4.01 Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord, which shall not be unreasonably withheld, conditioned's consent to any assignment or sublease to, or delayedoccupancy of the Premises by, such party or entity. As If any lien is filed against the Premises or the Building of which the same form a part of Tenant’s request for, and as a condition to, Landlord’s consent for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant shall provide agrees to indemnify Landlord with financial statements and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. Tenant hereby grants Landlord's rental agent for the proposed transferee and Building, or such other information licensed real estate broker as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse designated by Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to from time-to-time (the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods"Designated Agent"), the consent sole and exclusive right to effect any sublet, assignment, release and other disposition of all or any part of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which demised Premises and any other space Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation has under lease elsewhere in the event of a corporate reorganization Building (a “Related Entity”); provided, however, that (i) Tenant acknowledges and agrees that such Related Entity does not use Designated Agent from time to time may be obligated to endeavor to rent competitive space available in the Premises for any other use than Building on behalf of and pursuant to the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (iiinstructions of Landlord or another tenant of the Building) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have pay to such Designated Agent upon execution of each such sublease, assignment, release or other disposition a commission computed in accordance with such Designated Agent's standard rates and rules then in effect for the right, without Landlord’s consent, to sublease or license a portion of locality in which the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityBuilding is located.

ASSIGNMENT & SUBLETTING. Except as provided hereinSubtenant shall not, Tenant shall not assign by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer or assign this Lease Sublease or any estate interest therein, transfer direct or interest hereunder and shall not sublease the Premises indirect control of Subtenant, or sublet all or any part thereof portion of the Subleased Premises, without the Sublandlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim delayed (provided that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, Subtenant obtains the consent of the Landlord need not be obtained if the assignment and Subtenant has complied with all terms and conditions of the Lease is pertaining thereto). In the event Sublandlord and Landlord consent to a: (i) parentany assignment of this Sublease, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially the assignee shall execute and deliver to Sublandlord an agreement in form and substance satisfactory to Sublandlord whereby the assignee shall assume all of Subtenant’s obligations under this Sublease. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting consented to, the shares of stock original Subtenant named herein and any other person(s) who at any time was or assets of Tenant; or (iv) were Subtenant shall remain fully liable on this Sublease. Subject to any corporation which is the successor corporation obligations set forth in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii)notwithstanding the foregoing, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant Subtenant shall have the right, right to assign or sublease the Subleased Premises without LandlordSublandlord’s consent, to sublease or license a portion consent provided that Subtenant complies with the terms and conditions of Section 5.3.3 of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

ASSIGNMENT & SUBLETTING. Except as provided hereinTenant, Tenant voluntarily or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, mortgage or any estate otherwise encumber or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”, and all or any of assignees, transferees, licensees, and other such parties EAST\66392481.7 are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s Any Transfer without such consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs null and expenses incurred in connection with such assignment or sublease requestvoid and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any termination (or so-called “recapture”) right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged, reorganized, restructured or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of Tenant’s assets or capital stock or assets of Tenant; will be transferred, or (ivii) to any corporation or other entity which is an affiliate, subsidiary, parent or successor of Tenant (any such entity under this clause (ii) shall be referred to herein as a “Tenant Affiliate”), provided in all such cases the successor surviving corporation or entity shall provide reasonable evidence that it has a net worth as determined by generally accepted accounting principles consistently applied and using the most recent audited financial statements of such entity immediately after such corporate Transfer transaction of no less than an amount equal to Fifty Million Dollars ($50,000,000.00) (herein, the “Creditworthiness Test”) and, if requested by Landlord, shall confirm in writing that such entity is bound by all of the terms and conditions of this Lease (all of the foregoing Transfers being referred to as a “Permitted Transfer” and the applicable entity the “Permitted Transferee”). Notwithstanding the foregoing, Landlord shall waive the foregoing net worth requirement in the event case of a corporate reorganization Permitted Transfer to a Tenant Affiliate so long as the original Tenant named under this Lease remains liable for all Tenant obligations under this Lease and Landlord determines that the original Tenant satisfies the Creditworthiness Test. Original Tenant shall provide evidence of its creditworthiness as reasonably requested by Landlord. Unless Landlord’s consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Transfer to any of the following: (i) a “Related Entity”)tenant in the Building or any other building owned, managed or controlled by Landlord; provided(ii) any party with whom Landlord or any affiliate of Landlord within the preceding one hundred eighty (180) days has given a tour of or to whom or from whom Landlord or Landlord’s affiliate has given or received a written proposal for space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord in Waltham, Massachusetts; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant intends to Transfer more than fifty percent (50%) of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that is ninety (90) days after Landlord receives such notice from Tenant and continuing for the proposed term thereof by giving Tenant notice of such termination within forty-five (45) days after Landlord’s receipt of such notice from Tenant. Tenant, however, that shall have the right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant makes a Transfer hereunder (other than a Sublease to a Tenant Affiliate), and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid EAST\66392481.7 hereunder with respect to the space in question and (y) Tenant’s reasonable out-of-pocket costs to procure the Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the Fair Market Rent Rate then obtainable for the space in question multiplied by the Rentable Floor Area of the portion of the Premises subject to such Transfer. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees not to exceed $3,000 per Transfer (or $1,000 in the case of a Permitted Transfer). Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the provisions of this Section 5.8, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a particular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer. Without limiting the foregoing and notwithstanding any provision of Section 5.8, Tenant shall have the right without being subject to Section 5.8 (including, without limitation, any termination or so-called “recapture” rights of Landlord) and without receipt of Landlord’s consent, but on reasonable prior notice to Landlord, to permit the occupancy of one or more portions of the Premises for the Permitted Uses by any individuals who are independent contractors of Tenant in support of Tenant’s business in the Premises (each a “Permitted Occupant” and collectively the “Permitted Occupants”) on and subject to the following conditions: (i) such Related Entity does individuals or entities shall not use be permitted to occupy a separately demised portion of the Premises for any which contains an entrance to such portion of the Premises other use than the use permitted by this Lease, primary entrance to the Premises; and (ii) with respect such occupancy shall not be a subterfuge by Tenant to an assignment avoid its obligations under this Section 5.8. Any occupancy by a Permitted Occupant permitted under this paragraph shall be referred to in this Lease as a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00“Permitted Occupancy”. Landlord agrees that Tenant shall have the right, without Landlord’s consent, promptly provide such information as reasonably requested by Landlord from time to sublease or license a portion time concerning any of the Premises to Permitted Occupants. Any occupancy by a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use Permitted Occupant permitted by this Lease. Tenant Section 5.8 shall give Landlord written notice at least ten (10) days prior not be deemed to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of be a Transfer under this Section 13 have been satisfied, including if applicable5.8. Notwithstanding any arrangement with Permitted Occupants under this paragraph, the qualification of such proposed transferee as an affiliate liability of Tenant or a Related Entity.to Landlord shall remain direct and primary. EAST\66392481.7

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant Lessee shall not assign this Lease, or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises Premises, or any part thereof thereof, without the Lessor’s prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part Prior to any sublease or assignment (“Lease Transfer”), Lessee shall first notify Lessor in writing of Tenant’s request forits election to sublease all or a portion of the Premises or to assign this Lease or any interest thereunder. At any time within thirty (30) days after service of said notice, and as a condition to, Landlord’s Lessor shall notify Lessee that it consents or refuses to consent to the Lease Transfer. A failure by Lessor to respond within such assignment or sublease, Tenant thirty (30) day period shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably requestbe deemed to be a consent. Tenant Lessor shall not have the right to recapture any sublease or assignment space. Any denial of such Lease Transfer by Lessor as hereinabove provided must be entitled to receive monetary damages based predicated upon a claim that Landlord unreasonably withheld its consent to commercially reasonable basis for such denial. Any net profits paid in connection with a proposed transfer to a third party and TenantLease Transfer in excess of Lessee’s sole remedy Rent obligations hereunder (which net profits shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual calculated after deducting all reasonable costs incurred by Lessee in connection with the space subject to the Lease Transfer) shall be divided by Lessor and expenses Lessor on a fifty/fifty (50/50) basis (the “Lease Transfer Net Profits”). The costs incurred by Lessee in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrarya Transfer shall include, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need but not be obtained if limited to, legal fees, rental abatement, vacancy period, allowances, lessee improvements, leasing commissions and the assignment time to sublease or assign and remodel the Premises (the “Total Transfer Costs”). Lessor’s fifty percent (50%) share of the Lease is to aTransfer Net Profits shall be determined as follows: (i) parentthe dollar amount of the Total Transfer Costs shall be divided by the number of months remaining in either the initial Term or the applicable renewal period (after the month in which the Lease Transfer occurs), subsidiary or affiliate of Tenant; and such amount shall be the “Monthly Transfer Cost Amount”, (ii) company with the difference between the new monthly Rent (as a result of the Lease Transfer) and the monthly Rent (for the month prior to the month in which Tenant may merge or consolidate; the Lease Transfer occurs) shall be determined (the “Monthly Rent Increase Amount”), and (iii) corporation that the difference between the Monthly Rent Increase Amount and the Monthly Transfer Cost Amount shall be determined (the “Monthly Transfer Profit Amount”). Lessee shall pay to Lessor on a monthly basis fifty percent (50%) of the Monthly Transfer Profit Amount commencing on the first month after the Lease Transfer occurs. Notwithstanding the foregoing, no consent of Lessor is required for Lessee to assign or otherwise transfer (by operation of law or otherwise) this Lease or any of its rights hereunder to: (a) any person, corporation, partnership or other entity which acquires all or substantially all of the shares of stock business or assets of TenantLessee or stock in Lessee; (b) any person, corporation, partnership or other entity which controls, is controlled by or is under common control with Lessee; or (ivc) to any corporation which is affiliate (within the successor corporation meaning of such term as set forth in Rule 501 of Regulation D under the event Federal Securities Act of a corporate reorganization (a “Related Entity”); provided, however, that (i1933) of Lessee. No such Related Entity does not use the Premises for any assignment or other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation in whole or in part, of any Lessee’s rights or obligations under this Lease shall be or operate as a release of Lessee hereunder and other information necessary Lessee shall remain responsible for Landlord performing Lessee’s obligations hereunder should Lessee’s assignee or transferee fail to determine that the requirements of this Section 13 have been satisfiedperform any such obligations, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityunless specifically provided otherwise by Lessor in writing.

ASSIGNMENT & SUBLETTING. Except as provided hereinTenant, Tenant voluntary or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, or any estate or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”) and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant also shall not voluntarily or involuntarily mortgage or encumber the Premises or Tenant’s leasehold interest therein (an “Encumbrance”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and delayed so long as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred Encumbrance is being made in connection with a bona fide institution as financing for Tenant’s business. Any Transfer or Encumbrance without such assignment or sublease requestconsent shall be null and void and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.9, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is Landlord being applicable thereto, (a) to a: (i) parent, subsidiary any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of stock or Tenant’s assets of Tenant; will be transferred, or (ivb) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it, along with any guarantor or other party remaining liable under this Lease, has a creditworthiness at least equal to the event net worth of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use Tenant and the Premises for guarantor or any other use than liable party as of the use permitted by this Leasedate of such corporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a “Permitted Transfer”). Tenant shall notify Landlord prior to marketing the Premises or any part thereof for a Transfer. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. Except in the case of a Permitted Transfer pursuant to clause (a) or (b) above, Landlord shall have the option (but not the obligation) to terminate the Lease as to the affected portions of the Premises at no cost to Tenant, with respect to an assignment to a Related Entity described in subsections Transfer of at least 67% of the Rentable Area of the Premises which Tenant proposes effective upon the date of the proposed Transfer and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (ii30) and (iii)days after Landlord’s receipt of Tenant’s request. Tenant, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant however, shall have the right, without right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. Upon the effective date of Landlord’s consentrecapture, Tenant shall be released from all subsequently accruing obligations under this Lease with respect to sublease or license a the portion of the Premises to recaptured by Landlord. If Tenant does make a Related Entity described in subsection Transfer (iother than a Permitted Transfer under clause (a) or (b) above) hereunder, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum if the Rent and other charges payable hereunder with respect to the space in question and all third party costs of the Transfer (such as brokerage, legal, and leasehold improvement costs), Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess. Such excess shall be paid on a monthly basis, and all non-recurring costs and payments incurred or collected by Tenant shall be amortized on a straight line basis over the term of the Transfer in calculating the amount of each monthly payment. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the fair market rent then obtainable for the space in question. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees (not to exceed $750 without the approval of Tenant, provided that such Related Entity does not use figure shall be reasonably adjusted for inflation and for unusually complex transactions) and other third-party expenses incurred in connection with any proposed Transfer or Encumbrance, including fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the Premises for any other use than the use permitted by original Tenant named herein shall remain directly and primarily obligated under this Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Transferee shall give be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord written notice at least to acknowledge such liability, and if such Transferee shall fail to do so within ten (10) days prior after demand, Tenant shall be in default hereunder. Landlord may collect Rent from the Transferee and apply the net amount collected to the effective date Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements provisions of this Section 13 have been satisfied5.9, including if applicableor the acceptance of the Transferee as a tenant, the qualification of such proposed transferee as an affiliate or a release of Tenant or from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a Related Entityparticular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer.

ASSIGNMENT & SUBLETTING. Except as provided herein4.0I Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, Tenant shall assign, mortgage or otherwise encumber this Lease, or sublet or permit the entire Premises to be used by others, without the prior written consent of Landlord in each instance (it be acknowledged that a subletting of less than the entire Premises shall not assign or in require Landlord’s consent, but shall otherwise comply with all other applicable terms and conditions of this Article 4). Subject to the provisions below the transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant of this Lease or sublessee of this Lease occupying space greater than the equivalent of one (1) full floor of the Building or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership (provided however, such conversion to a limited liability company or a limited liability partnership shall not sublease be deemed an assignment requiring Landlord’s prior consent provided that: (i) all of the assets of Tenant are transferred to the new entity; (ii) the new entity is duly authorized and does assume all of tenant’s obligations of the Lease; and (iii) Tenant give Landlord at lease fourteen (14) days prior notice of such conversion along with (a) the name and address of the new entity, (b) a duly executed counterpart of assignment agreement, and (c) reasonably satisfactory documentation establishing the requirements of (i) and (ii) above) or the merger or consolidation of a corporate tenant or sublessee, shall be deemed an assignment of this Lease or of such sublease. The transfer of issued and outstanding capital stock, for purposes of this Article, shall not include the public sale of such stock (i) by persons who are not those deemed “insiders” within the meaning of the Securities Exchange Act of 1934 as amended, and which sale is (ii) effected through the “over-the-counter market” or through any legitimate stock exchange recognized in the United States. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, after notice and the expiration of the cure period applicable to such default hereunder, if any, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting to the extent required by the terms hereof. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition toin each instance; provided however, Landlord’s consent shall not be required with respect to one (1) further subletting of the Premises, or a portion thereof by an Affiliate (as herein defined below), subject to, and provided that each such further assignment or subletting is in compliance with, all other applicable provisions of this Article. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, Tenant shall provide Landlord with financial statements for whether or not actually performed, the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy same shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least discharged within ten (10) days prior thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to the effective date of the proposed transferindemnify Landlord and its agents and hold them harmless from and against any and all claims, along with all applicable documentation and other information necessary losses or liability resulting from such lien for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitybrokerage services rendered.

ASSIGNMENT & SUBLETTING. Except as provided herein, 9.1. Tenant shall not assign or in any manner transfer this Lease or any estate of Tenant’s rights or interest hereunder and shall not sublease obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereof thereof, without the prior written consent of Landlord which may be withheld in Landlord, which ’s absolute sole discretion. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord’s prior written consent. The consent of Landlord to any assignment or subletting shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and construed as a condition towaiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. The transfer, whether a single transfer or multiple transfers, of fifty percent (50%) or more of the ownership interests of Tenant within a twelve (12) month period shall be deemed equivalent to an assignment or subletting requiring consent of Landlord. Any attempted assignment or subletting made without Landlord’s consent to such assignment shall, at the option of Landlord, be deemed an Event of Default under this Lease. Landlord’s acceptance or subleasecollection of rent from any assignee, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant subtenant or occupant shall not be entitled to receive monetary damages based upon construed (a) as a claim that Landlord unreasonably withheld its consent to or acceptance of such assignee, subtenant or occupant as a proposed transfer tenant, (b) as a waiver by Landlord of any provision hereof, (c) as a waiver or release of Tenant from liability for the performance of any obligation to a third party and be performed under this Lease by Tenant, or (d) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant hereby assigns to Landlord any rent due from any assignee, subtenant or occupant of Tenant as security for Tenant’s sole remedy shall be an action performance of its obligations pursuant to enforce any such provision through specific performance or declaratory judgment. this Lease; provided, however, that Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with have the right to collect such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so rent as long as Tenant is not in default Event of Default under the terms of this Lease beyond applicable Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such rent directly to Landlord if such assignee, subtenant or occupant receives written notice and cure periods, the consent of the from Landlord need not specifying that such rent shall be obtained if the assignment of the Lease is paid directly to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in Landlord. In the event of a corporate reorganization (a “Related Entity”); providedEvent of Default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, howeverLandlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, that (i) without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such Related Entity does action shall not use the Premises for any other use than the use permitted by relieve Tenant of liability under this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s reasonable discretion. All restrictions and obligations imposed pursuant to sublease this Lease on Tenant shall be deemed to extend to any subtenant, assignee or license a portion occupant of the Premises Tenant, and Tenant shall cause such persons to a Related Entity described in subsection (i) above, provided that comply with all such Related Entity does not use the Premises for any other use than the use permitted by this Leaserestrictions and obligations. Tenant shall give pay to Landlord written notice at least ten a Seven Hundred Fifty and 00/100 Dollar (10$750.00) days prior to the effective date of the proposed transfer, along processing fee as well as expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with all applicable documentation and other information necessary Tenant’s request for Landlord to determine that the requirements of this Section 13 have been satisfiedgive its consent to any assignment, including if applicablesubletting, the qualification of such proposed transferee as an affiliate of Tenant occupancy or a Related Entitymortgage, whether or not Landlord consents thereto.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as "Transfers" and all or any of assignees, subtenants, licensees, and other such parties are referred to as "Transferees") without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 5.8, conditionedthis Lease may be assigned, or delayed. As part of Tenant’s request forthe Premises may be sublet, and as a condition toin whole or in part, Landlord’s consent after prior notice to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of stock or assets of Tenant; or (iv) to If Tenant enters into any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) Transfer with respect to an the Premises (or any part thereof), Landlord may, at any time and from time to time, require that such Transferee agree directly with Landlord to be liable, jointly and severally with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant's agreements under this Lease (including payment of rent and other charges under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant's liability hereunder. Landlord may collect rent and other charges from the Transferee and apply the net amount collected to the rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the provisions of Section 5.8, or the acceptance of the Transferee, as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant's covenants hereunder. The consent by Landlord to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that particular Transfer shall not relieve Tenant shall have from the right, without Landlord’s consent, to sublease or license a portion requirement of obtaining the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date consent of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityany further Transfer.

ASSIGNMENT & SUBLETTING. Except as provided herein, (a) Tenant shall not may assign its interest in all or in any manner transfer portion of this Lease or any estate or interest hereunder and shall not sublease the Premises all or any part thereof portion(s) of the Properties without the prior written consent of Landlord. Unless Landlord consents to releasing Tenant in writing in advance, which shall not be unreasonably withheldconsent Landlord may withhold in its sole and absolute discretion, conditionedno sublease under, or delayed. As part assignment of Tenant’s request forthis Lease shall relieve Tenant of its obligations hereunder, and all such obligations shall continue as the obligations of a condition to, Landlord’s consent to such assignment principal and not as the obligations of a surety or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestguarantor. Notwithstanding anything in this Lease to the contraryany merger, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: consolidation or sale (i) of the Tenant, (ii) of any parent, subsidiary or affiliate of the Tenant or (iii) of any or all of the assets of the Tenant or any parent, subsidiary or affiliate of the Tenant; , the original Tenant (and any successor of the original Tenant by such merger, sale or consolidation) shall continue to be obligated for all of the Tenant’s obligations hereunder without any abatement, diminution, set-off, reduction, rebate, termination, or decrease. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under this Lease, (ii) company with stipulation which Tenant may merge or consolidate; extends the time within which an obligation under this Lease is to be performed, (iii) corporation that acquires all or substantially all waiver of the shares performance of stock or assets of Tenant; an obligation required under this Lease, or (iv) failure to enforce any corporation which is of the successor corporation obligations set forth in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described unless in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicableeach case, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitysame has been consented to by Landlord in writing.

ASSIGNMENT & SUBLETTING. Except as provided hereinLessee shall not, Tenant shall not assign by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Lease or any estate interest therein, transfer direct or interest hereunder and shall not sublease indirect control of Lessee, sublet the UNH Premises or any part thereof without or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the prior written consent of Landlord, which UNH Premises by any other person. Lessee shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, need the consent of the Landlord need not be obtained Lessor to assign this Lease to an affiliate of the Lessee or any entity in common control with Lessee, provided that such affiliate or other entity is engaged in and using the space exclusively for the Permitted Use and is undertaking the Public Activities, all as defined in Section 6 of this Lease. Lessor shall have the right to assign, sell, mortgage, pledge or in any other manner transfer this Lease or any interest therein to any person; provided that if the assignment transferee is not Canal Dock, Lessee may terminate this Lease on written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Upon such assignment, the City shall have all rights described herein as rights in favor of the City of New Haven, but the City’s responsibilities, obligations and rights as “Lessor” shall cease provided that if the City assigns this Lease is to a: (i) parentCanal Dock, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or and at any time thereafter during the Lease Term, Canal Dock fails to perform substantially all of the shares obligations of stock Lessor due to insufficient funding, filing of bankruptcy, cessation of business or assets like situation (“Canal Dock Failure”) and shall so notify the City in writing, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or, if the foregoing does not occur within thirty (30) days of Tenant; or (iv) the notice to any corporation which is the successor corporation City, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Further, in the event that Lessee shall reasonably believe that Canal Dock Failure has occurred but Canal Dock disagrees and declines to so notify the City, then Lessee may notify the City in writing of a corporate reorganization such alleged Canal Dock Failure (a “Related EntityLessee’s Notice”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and the City shall investigate the same within fifteen (ii15) days of receipt of such notice. If the City, acting in its reasonable discretion, shall concur with respect Lessee, then the City shall terminate the Long Lease and this Lease shall revert to an assignment the City as Lessor or if, notwithstanding such concurrence, the City shall fail to a Related Entity described in subsections terminate the Long Lease within forty-five (ii45) and (iii)days of receipt of Lessee’s Notice, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant Lessee shall thereafter have the rightright to terminate this Lease upon further written notice to the City, without Landlord’s consentand the City shall pay Lessee the then Unamortized Costs upon such termination. If the City shall not concur with Lessee, acting in its reasonable discretion, then the matter shall be referred to binding arbitration, and this Lease shall continue as a sublease or license a portion until final determination of the Premises to a Related Entity described in subsection (i) above, issue; provided that from the date of Xxxxxx’s notice to the City until the date of such Related Entity does not use final determination, the Premises City shall be responsible for any other use than performance of Canal Dock’s responsibilities under the use permitted by Long Lease insofar as Canal Dock shall fail to perform the same. In the event that the arbitrator finds that there has been Canal Dock Failure, then the City shall terminate the Long Lease and this Lease. Tenant Lease shall give Landlord revert to the City as Lessor or if, notwithstanding such finding, the City shall fail to terminate the Long Lease within thirty (30) days of the arbitrator’s finding, Lessee shall thereafter have the right to terminate this Lease upon further written notice at least ten (10) days prior to the effective date of City, and the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine City shall pay Lessee the then Unamortized Costs upon such termination. In the event that the requirements arbitrator finds that there has not been Canal Dock Failure, then this Lease shall continue as a sublease. Lessee shall not make any allegation of this Section 13 have been satisfiedCanal Dock Failure, including if applicableunsupported by Canal Dock, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitymore than once in any one (1) calendar year.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant Sub-Subtenant shall not assign assign, mortgage or in any manner transfer otherwise pledge or encumber this Lease Sub-Sublease or any estate interest hereunder, nor shall Sub-Subtenant sublet all or interest hereunder and shall not sublease any part of the Premises BOI Space, nor allow the BOI Space or any part thereof to be occupied by anyone other than Sub-Subtenant, without obtaining the prior written consent of LandlordSub-Sublandlord in each instance and without otherwise complying with all of the provisions relating to assignment and subletting in the Sublease, which shall not be unreasonably withheld, conditioned, Over Lease and this Sub-Sublease. If Sub-Subtenant requests Sub-Sublandlord's consent to an assignment of this Sub-Sublease or delayed. As a subletting of all or any part of Tenant’s the BOI Space, Sub-Subtenant shall submit to Sub-Sublandlord the name of the proposed assignee or subtenant, the nature of its business and such information as to its financial responsibility and standing as Sub-Sublandlord may reasonably require. Upon the receipt of such request forand information from Sub-Subtenant, Sub-Sublandlord shall have the option, to be exercised in writing within thirty (30) days after such receipt, to cancel and as terminate this Sub-Sublease, if the request is to assign this Sub-Sublease or to sublet all of the BOI Space or, if the request is to sublet a condition toportion, Landlord’s consent to cancel and terminate this Sub-Sublease with respect to such portion only (but Sub-Sublandlord shall in no event have any right to so cancel and terminate with respect to any subletting or assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parentaffiliate, subsidiary or affiliate parent entity of Tenant; (ii) company Sub-Subtenant, or any entity controlling or under common control with Sub-Subtenant, Sub-Sublandlord hereby consenting to any subleases or assignments to such parties, provided that any such sublet or assignment shall not relieve, release, impair or discharge any of Sub-Subtenant's obligations hereunder). If Sub-Sublandlord exercises its option to terminate this Sub-Sublease or portion thereof as aforesaid, this Sub-Sublease, or portion thereof, as the case may be, shall terminate on the date on which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all such proposed sublease was to become effective with the same effect as if such date were the Expiration Date, and Sub-Subtenant shall surrender possession of the shares of stock entire BOI Space, or assets of Tenant; or (iv) to any corporation the portion which is the successor corporation subject of the option, as the case may be, in accordance with the event provisions of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use this Sub-Sublease relating to surrender of the Premises for any other use than BOI Space on the use permitted by Expiration Date. If this Lease, and (ii) with respect Sub-Sublease shall be canceled as to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) aboveBOI Space only, provided that such Related Entity does not use the Premises for any other use than the use permitted Minimum Rent and Additional Rent payable by Sub-Subtenant under this Lease. Tenant Sub-Sublease shall give Landlord written notice at least ten (10) days prior be abated proportionately according to the effective date ratio that the number of square feet in the space surrendered bears to the total square feet in the BOI Space. In the event Sub-Sublandlord shall not exercise the option to terminate as aforesaid then Sub-Sublandlord's consent to such request shall not be unreasonable withheld, conditioned or delayed. If the consent of Sub-Sublandlord is obtained, then the provisions of paragraph 16(e) of the proposed transfer, along Sublease shall apply with all applicable documentation and other information necessary for Landlord to determine that the requirements exception of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitylast sentence thereof.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign assign, mortgage or in any manner transfer encumber this Lease Lease, or any estate sublet, underlet, license or interest hereunder and shall not sublease permit the Demised Premises or any part thereof to be used by others, whether voluntarily or by operation of law or otherwise, without the prior written consent of Landlord, Landlord in each instance which consent shall not be unreasonably withheld. If this lease be assigned or if the Demised Premises or any part thereof be underlet or occupied by anyone other than Tenant, conditionedwithout Landlord consent, Landlord may collect rent from the assignee, undertenant or occupant and apply the net amount collected to all rent herein reserved, but no such collection on account of such assignment, underletting, or delayedoccupancy shall be deemed a waiver of this covenant or the acceptance of the assignee, undertenant or occupant as tenant, or a release of the performance of the covenants on Tenant's part herein contained. As A consent by Landlord to an assignment or subletting shall not in any manner be construed to relieve Tenant or any assignee or undertenant from obtaining the consent in writing of Landlord to any further assignment or underletting nor shall it be construed as relieving Tenant or its assignor of its obligations hereunder. For the purpose of this ARTICLE 28 it shall be "reasonable" for Landlord to withhold consent to sublease or assignment for, among other things, (a) failure of subtenant/assignee to demonstrate that it has an SIC number (See ARTICLE 46) which does not invoke I.S.R.A., or (b) failure of subtenant/assignee to deliver a certificate that it has never been cited for any environmental violation, or (c) failure of subtenant/assignee to deliver the affidavit required by ARTICLE 46 and which shows subtenant/assignee's operations do not include the use of hazardous or toxic substances as defined by I.S.R.A., or (d) failure of subtenant/assignee to certify that its use of the demised premises will conform with all applicable zoning ordinances and other statutes, ordinances, rules and regulations applicable to the demised premises, or (e) the subtenant's/assignee's use being hazardous, unsafe, or inconsistent with existing Casualty Insurance Company's requirements or recommendations or those of applicable Fire Rating Organization, or (f) a prospective increase in building insurance on account of the nature of subtenant's/assignee's use, or (g) anything else which is inimical to Landlord's interests and/or the building of which the demised premises is a part. In the event of either subletting or assignment, Tenant shall remain responsible hereunder jointly and severally with subtenant or assignee. If landlord consents to an assignment, there shall be payable to Landlord by assignee and Tenant jointly and severally the consideration paid for the assignment. If the assignment is made in the context of a sale of other assets from Tenant to assignee, and the allocation of sale price to the assignment is less than market value, assignee and Tenant jointly and severally shall be responsible to pay Landlord the market value of the assignment. The aforesaid shall be payable to landlord in additional to all rentals and other monies due hereunder to Landlord. If Landlord consents to a subletting, there shall be payable to Landlord by subtenant and Tenant, jointly and severally, the difference between the reserved rent and additional rent herein on the one hand and the rent and additional rent paid pursuant to the sublease on the other hand if the latter is greater than the former. The aforesaid shall be payable to the Landlord at the time rental under the sublease is payable to the Tenant and is in addition to all rentals and additional rentals and other monies due hereunder to Landlord. Tenant shall in all events provide Landlord with a certified true copy of the proposed assignment or sublease with its application for consent, and shall provide Landlord with a certified true copy of the fully executed copy of the assignment or sublease, if consented to, within five (5) days after execution. Anything above to the contrary notwithstanding, in the event Tenant desires to assign this lease or to sublet all or part of Tenant’s request forthe Demised Premises, and as a condition toLandlord shall have the right, Landlord’s within thirty (30) days after receipt of application from Tenant for consent to such assignment or subleasesubletting, Tenant shall provide Landlord together with financial statements for a certified copy of the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in to terminate this Lease by giving Tenant notice of its election to do so, and such termination shall become effective (as if it were the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent originally scheduled expiration date of the Landlord need not be obtained if the assignment term of the Lease is to a: (iLease) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all on the commencement date of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to proposed sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transferassignment, along with as the case may be, but in no event later than thirty (30) days after giving such notice, and the basic annual rent and all applicable documentation other charges payable by Tenant shall be adjusted and other information necessary for apportioned as of the date of termination. If Landlord consents, as above to determine that the requirements of this Section 13 have been satisfied, including if applicableany assignment or sublease, the qualification same shall not construed in anywise to void Landlord's option as herein contained in the event of such proposed transferee any further assignment or subletting. Once the application for the consent is made as an affiliate of above, it may not be withdrawn by Tenant or a Related Entityuntil thirty (30) day period has expired.

ASSIGNMENT & SUBLETTING. Except as provided hereinTenant, Tenant voluntarily or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, mortgage or any estate otherwise encumber or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”, and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s Any Transfer without such consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs null and expenses incurred in connection with such assignment or sublease requestvoid and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any - 30 - EAST\66392481.7 termination (or so-called “recapture”) right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged, reorganized, restructured or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of Tenant’s assets or capital stock or assets of Tenant; will be transferred, or (ivii) to any corporation or other entity which is an affiliate, subsidiary, parent or successor of Tenant (any such entity under this clause (ii) shall be referred to herein as a “Tenant Affiliate”), provided in all such cases the successor surviving corporation or entity shall provide reasonable evidence that it has a net worth as determined by generally accepted accounting principles consistently applied and using the most recent audited financial statements of such entity immediately after such corporate Transfer transaction of no less than an amount equal to Fifty Million Dollars ($50,000,000.00) (herein, the “Creditworthiness Test”) and, if requested by Landlord, shall confirm in writing that such entity is bound by all of the terms and conditions of this Lease (all of the foregoing Transfers being referred to as a “Permitted Transfer” and the applicable entity the “Permitted Transferee”). Notwithstanding the foregoing, Landlord shall waive the foregoing net worth requirement in the event case of a corporate reorganization Permitted Transfer to a Tenant Affiliate so long as the original Tenant named under this Lease remains liable for all Tenant obligations under this Lease and Landlord determines that the original Tenant satisfies the Creditworthiness Test. Original Tenant shall provide evidence of its creditworthiness as reasonably requested by Landlord. Unless Landlord’s consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Transfer to any of the following: (i) a “Related Entity”)tenant in the Building or any other building owned, managed or controlled by Landlord; provided(ii) any party with whom Landlord or any affiliate of Landlord within the preceding one hundred eighty (180) days has given a tour of or to whom or from whom Landlord or Landlord’s affiliate has given or received a written proposal for space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord in Waltham, Massachusetts; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant intends to Transfer more than fifty percent (50%) of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that is ninety (90) days after Landlord receives such notice from Tenant and continuing for the proposed term thereof by giving Tenant notice of such termination within forty-five (45) days after Landlord’s receipt of such notice from Tenant. Tenant, however, that shall have the right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant makes a Transfer hereunder (other than a Sublease to a Tenant Affiliate), and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (y) Tenant’s reasonable out-of-pocket costs to procure the Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the Fair Market Rent Rate then obtainable for the space EAST\66392481.7 in question multiplied by the Rentable Floor Area of the portion of the Premises subject to such Transfer. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees not to exceed $3,000 per Transfer (or $1,000 in the case of a Permitted Transfer). Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the provisions of this Section 5.8, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a particular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer. Without limiting the foregoing and notwithstanding any provision of Section 5.8, Tenant shall have the right without being subject to Section 5.8 (including, without limitation, any termination or so-called “recapture” rights of Landlord) and without receipt of Landlord’s consent, but on reasonable prior notice to Landlord, to permit the occupancy of one or more portions of the Premises for the Permitted Uses by any individuals who are independent contractors of Tenant in support of Tenant’s business in the Premises (each a “Permitted Occupant” and collectively the “Permitted Occupants”) on and subject to the following conditions: (i) such Related Entity does individuals or entities shall not use be permitted to occupy a separately demised portion of the Premises for any which contains an entrance to such portion of the Premises other use than the use permitted by this Lease, primary entrance to the Premises; and (ii) with respect such occupancy shall not be a subterfuge by Tenant to an assignment avoid its obligations under this Section 5.8. Any occupancy by a Permitted Occupant permitted under this paragraph shall be referred to in this Lease as a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00“Permitted Occupancy”. Landlord agrees that Tenant shall have the right, without Landlord’s consent, promptly provide such information as reasonably requested by Landlord from time to sublease or license a portion time concerning any of the Premises to Permitted Occupants. Any occupancy by a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use Permitted Occupant permitted by this Lease. Tenant Section 5.8 shall give Landlord written notice at least ten (10) days prior not be deemed to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of be a Transfer under this Section 13 have been satisfied, including if applicable5.8. Notwithstanding any arrangement with Permitted Occupants under this paragraph, the qualification of such proposed transferee as an affiliate liability of Tenant or a Related Entityto Landlord shall remain direct and primary.

ASSIGNMENT & SUBLETTING. Except as provided hereinotherwise permitted by the Master Lease, Tenant Subtenant shall not assign or otherwise transfer its interest in any manner transfer and to this Lease Sublease nor sublet all or any estate or interest hereunder and shall not sublease portion of the Subleased Premises or any part thereof without the prior written consent of Landlord, Sublandlord (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use any assignment, sublease or transfer by Subtenant shall further be subject to the Premises for any terms of Section 17 of the Master Lease. If an assignment, sublease, or other use than the use transfer is permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, Master Lease without Master Landlord’s consent, to then such assignment, sublease or license a portion other transfer shall also be permitted without Sublandlord’s consent so long as such assignment, sublease or transfer complies with the applicable terms and conditions of the Premises Master Lease relating thereto. Subject to Master Landlord’s approval of the following, for the purpose of this Sublease, if Subtenant’s stock is traded on a Related Entity described nationally recognized public exchange, any sale or transfer of Subtenant’s capital stock, redemption or issuance of additional stock of any class shall not be deemed an assignment, subletting or any other transfer of the Sublease or the Subleased Premises. In no event shall any sublease, assignment or other transfer by Subtenant release Subtenant from any liability under this Sublease. Sublandlord shall be entitled to one half of any “excess rental” (as defined herein) gained in subsection connection with any assignment, sublease or other transfer by Subtenant. For the purpose of this Section, “excess rental” shall mean all the consideration payable to Subtenant by any assignee, subtenant or transferee that exceeds the Rent payable under this Sublease less (i) reasonable leasing commissions; (ii) payment attributable to the amortization of the cost of improvements made to the Subleased Premises at Subtenant’s cost; and (iii) any other reasonable, documented out-of-pocket costs related to Subtenant securing an assignee, subtenant or assignee. Excess rental shall not include any consideration received by Subtenant in connection with an assignment arising from a sale of substantially all of Subtenant’s assets or stock or payments. In addition, if Sublandlord has incurred any adverse monetary impacts from the cap on Subtenant’s obligation to pay its pro rata share of Additional Rent as set forth in Section 3.3 above, provided that then Subtenant shall reimburse Sublandlord for all such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to amounts on the effective date of the proposed an assignment, sublease or other transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicablethereafter, the qualification cap on increases in Subtenant’s pro rata share of such proposed transferee as an affiliate of Tenant or a Related EntityAdditional Rent shall be null and void.

ASSIGNMENT & SUBLETTING. Except as provided hereinLessee may, Tenant shall not without obtaining the prior written consent of Lessor (but upon at least fifteen (15) business days' prior written notice ("Transferee Notice") to Lessor), assign or in any manner transfer this Lease or any estate interest hereunder, or interest hereunder and shall not sublease sublet the Premises or any part thereof, or otherwise permit the Premises or any portion thereof to be used by any party other than Lessee (any such assignment, sublease, or other permitted use being a "Transfer"), only so long as (i) Lessee shall remain fully liable under the terms and conditions of this Lease, (ii) such assignee, sublessee, or other permitted user (any of the foregoing being a "Transferee") and its business are consistent with the quality and design of the Building and the Project; (iii) the Transferee's use of the Premises is permitted under Paragraph 8 of this Lease, (iv) the Transferee is a party of reasonable financial net worth and/or financial ability in light of the responsibilities involved under the Lease, as evidenced by financial statements delivered to Lessor simultaneously with the Transferee Notice, (v) the Transfer to Transferee will not cause the Lessor to be in violation of another lease agreement or other obligation to which Lessor is a party and will not give any occupant of the Project a right to cancel or materially modify its lease or sublease, and (vi) at the time of any such Transfer, Lessee is not in nonmonetary default under this Lease (beyond all applicable cure periods) and is not in monetary default under this Lease (without regard to whether any applicable grace or cure periods have expired); provided, however, that any Transfer which satisfies foregoing clauses (i) through (vi), inclusive, of this Special Stipulation X, shall also require the prior written consent of Landlord, Lessor (which consent shall not be unreasonably withheld, delayed or conditioned) at any time when the financial net worth of Lessee is less than Fifty Million and No/100 Dollars ($50,000,000.00). Except as specifically set forth below, or delayed. As part all other Transfers shall require the prior written consent of Tenant’s request for, and as a condition to, Landlord’s EXHIBIT "E" - SPECIAL STIPULATIONS Lessor (which consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled unreasonably withheld, delayed or conditioned); and Lessee shall remain fully liable under the terms and conditions of this Lease, notwithstanding such consent, if any, given by Lessor. If Lessor's consent is required for a Transfer, then Lessor shall have the right to receive monetary damages based upon require Lessee to pay to Lessor a claim that Landlord unreasonably withheld its consent sum equal to a proposed transfer to a third party Lessor's reasonable and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable attorneys fees and costs and expenses incurred in connection with the negotiation, review, and processing of such assignment or sublease requestTransfer. All such sums owed to Lessor shall be paid to Lessor as a condition precedent to the effectiveness of any such consent. Notwithstanding anything in any other provision of this Lease to the contrary, so long as Tenant is not in default under but subject to the last sentence of this Paragraph X, Lessee shall have the right, without prior consent of Lessor, to assign this Lease beyond applicable notice and cure periods, the consent or to sublet all or any portion of the Landlord need not be obtained if the assignment of the Lease is Premises to a: (i) parentany entity controlled by or under common control with Lessee, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation any entity that acquires all or substantially all of the shares of stock or assets of Tenant; Lessee, any entity into which Lessee is merged or any entity resulting from a consolidation of Lessee with some other entity (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”"Affiliated Company"); provided, however, that (iA) no such Related Entity does not use the Premises for assignment or sublease shall release Lessee from any other use than the use permitted by obligation or liability of Lessee under this Lease, and Lessee shall remain fully liable under the terms and conditions of this Lease, (iiB) such assignee or sublessee shall also be fully liable under this Lease to the extent of such assignment or sublease, and (C) Lessor is given written notice by Lessee within thirty (30) days thereof and is provided with reasonably requested documentation by Lessee. Notwithstanding any other provision of this Lease to the contrary, a Transferee shall not, without the prior written consent of Lessor, assign, sub-sublease, or otherwise transfer any of such Transferee's rights or interest with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for or any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityportion thereof.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all of the foregoing actions are sometimes collectively referred to as a "transfer") without obtaining, on each occasion, the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, conditioned or delayed. As A transfer shall include, without limitation, any transfer of Tenant's interest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation, or any liquidation of Tenant or a substantial part of Tenant’s request for's assets. Notwithstanding the foregoing, and a transfer shall not include a merger or consolidation of Tenant into any other firm or corporation if the resulting firm or corporation is as a condition tomatter of law directly and primarily liable to Landlord hereunder and if the resulting firm or corporation has a net worth at least equal to the net worth of Tenant prior to such merger or consolidation. Any transfer which relates to 75% or greater of the rentable square footage of the Premises shall have the effect of terminating the Rights to Purchase and Right of First Offer contained in Section 2.6 of this Lease. Notwithstanding any transfer of this Lease, Landlord’s Xxxxxx's (and any guarantor's) liability to Landlord shall in all events remain direct and primary. In the case of any requested consent to such assignment or subleasea transfer, Tenant shall provide deliver to Landlord with financial statements for at the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: time thereof (i) parent, subsidiary or affiliate a true and complete copy of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially the proposed instrument containing all of the shares terms and conditions of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Leasetransfer, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion written agreement of the Premises assignee, sub-tenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to a Related Entity described in subsection (i) aboveperform and observe all of the terms, provided that such Related Entity does not use the Premises for any other use than the use permitted by covenants and conditions of this Lease. Tenant shall give pay to Landlord, as additional rent, Landlord's reasonable attorneys' fees in reviewing any transfer contemplated by this Section, whether or not Landlord written notice at least ten (10) days prior consents to the effective date same. Any transferee of all or a substantial part of Xxxxxx's interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant's covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements provisions of this Section 13 have been satisfiedSection, including if applicable, or the qualification acceptance of such proposed the transferee as an affiliate a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any transfer shall not relieve Tenant from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a Related Entityfurther assignment, subletting, license or occupancy; nor shall Landlord's consent alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate.

ASSIGNMENT & SUBLETTING. Except as provided hereinTenant covenants and agrees that the --------------------- Leased Premises shall be used and occupied only by Tenant or any permitted sublessees or assigns and only for the purpose above mentioned, Tenant in a careful, safe and proper manner. Tenant, for itself, its heirs, distributees, personal representatives, legal representatives, successors and assigns, expressly covenants that it shall not assign assign, mortgage or in any manner transfer encumber this Lease Lease, nor sublease, or any estate use or interest hereunder and shall not sublease permit the Leased Premises or any part thereof to be used by others, without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheldwithheld delayed or conditioned. In the event that Landlord shall give such consent, conditionedTenant shall nevertheless remain primarily liable for the terms of this Lease and shall not be relieved from any liability whatsoever under this Lease. Tenant shall bear the reasonable and actual legal review costs incurred by Landlord in connection with such assignment or subleasing. Any consent by Landlord to an assignment or subletting of this Lease shall not constitute a waiver of the necessity of such consent as to any subsequent assignment or subletting. Although an assignment includes an assignment of the Lease to any subsidiary, parent or delayed. As part affiliate corporation of Tenant’s request for, and as Tenant (a condition to"Related Company"), Landlord’s 's consent shall not be required so long as Related Company shall have a creditworthiness comparable to that of Tenant as of the date hereof and Tenant shall have complied with all other provisions of this Section 15 with respect to such assignment or subleaseand the Related Company affirms, to Landlord's satisfaction, all aspects of the Lease. Tenant shall provide give Landlord reasonable evidence that such creditworthiness test has been met, together with financial statements for the proposed transferee and such other information detail as Landlord may reasonably request. Provided Tenant pays Landlord's costs in connection with any permitted assignment or subletting, then in the event that the amount of the rent to be paid to Tenant by an assignee or sublessee is greater than the rent required to be paid by Tenant to Landlord pursuant to this Lease, excluding Tenant's reasonable and actual expenses in marketing and transacting the sublease or assignment, Tenant shall not be entitled pay to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent fifty percent (50%) any such excess as is received by Tenant from such assignee or sublessee. In the event Tenant desires to a assign this Lease or to sublease all or any portion of the Leased Premises, Landlord shall have the right and option to terminate this Lease no later than the proposed transfer to a third party and Tenant’s sole remedy commencement date of the sublease, which right or option shall be exercisable by written notice from Landlord to Tenant within thirty (30) days from the date Tenant gives Landlord written notice in reasonable detail of such proposed assignment or sublease. Any levy or sale in execution, or any assignment or sale in bankruptcy or insolvency, or the appointment of a receiver or trustee of any of the property of Tenant by a state or federal court, or the transfer of any control (whether by operation of law, sale, lease, transfer, gift, merger, consolidation or otherwise) of Tenant to persons or entities other than those maintaining control of Tenant on the date hereof shall be deemed an action to enforce assignment within the meaning of this Section. If this Lease be assigned without Landlord's consent, or if the Leased Premises or any such provision through specific performance part thereof be subleased or declaratory judgment. Tenant shall reimburse occupied by anybody other than Tenant, without Landlord's consent, then (1) all expenses incurred by Landlord for its actual reasonable in connection therewith, including but not limited to, brokerage fees, costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to by Landlord's agents, servants, independent contractors, and employees, shall be the contrary, so long as obligation and shall be immediately paid by Tenant is not in default under this Lease beyond applicable notice at its sole cost and cure periods, expense upon the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event receipt of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Leasestatement therefor from Landlord, and (ii) with respect Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant and apply the net amount collected to an assignment to the rent herein reserved, but no such collection shall be deemed a Related Entity described in subsections (ii) and (iii)waiver of this covenant, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion acceptance of the Premises to assignee, subtenant, or occupant as tenant, or a Related Entity described in subsection (i) above, provided that such Related Entity does not use release of Tenant from the Premises for any other use than the use permitted further observance and performance by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitycovenants herein contained.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant (a) Sublessee shall not assign (i) assign, transfer, pledge or otherwise encumber its interest in this Sublease, in whole or in any manner transfer this Lease part, (ii) sublet or any estate permit or interest hereunder and shall not sublease suffer the subletting of the Subleased Premises, or (iii) permit the Subleased Premises or any part thereof to be occupied or used by any "Person" (hereinafter defined) other than Sublessee [,in each case of (i), (ii) and (iii) without first obtaining the prior written consent of Sublessor (which may be given or withheld in Sublessor's sole discretion] and any required consent of Landlord. In the event Sublessee shall desire to assign this Sublease, or sublease all or any portion(s) of the Subleased Premises, to a Person which is not a Competitor, the provisions of subparagraph (b) below shall apply, and if Sublessor shall not exercise "Sublessor's Recapture Option" (as defined in said subparagraph (b)), Sublessor's consent to such desired assignment or sub-subletting by Sublessee shall not be unreasonably withheld, delayed or conditioned, except with respect to a "Competitor" (hereinafter defined), in which case (of a Competitor) Sublessor, in the exercise of its sole and arbitrary discretion, may withhold its consent. Notwithstanding the foregoing, Sublessee (to the extent same is permissible under the Prime Lease, or Landlord's consent thereto is obtained) may (x) assign this Sublease, or sub-sublease the Subleased Premises or any portions thereof, to an "Affiliate" (hereinafter defined), and (y) assign this Sublease to any corporation (which is not a Competitor) with which or into which Sublessee may be consolidated or merged, without the prior written consent of LandlordSublessor, which provided that Sublessee shall give Sublessor not be unreasonably withheld, conditioned, or delayed. As part less than 15 days' prior written notice of Tenant’s request for, and as a condition to, Landlord’s consent to any such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such No assignment or sub-sublease requestshall serve to release Sublessee from any liability or obligation hereunder. Notwithstanding anything to the contrary contained herein, Sublessee shall not assign, transfer, sublet or permit the subletting of the Subleased Premises or permit or suffer the occupancy of the Subleased Premises or any part thereof to or by any Competitor. (The term "Competitor" as used herein shall mean any of Arthur Andersen & Co., Deloitte & Touche LLP, Ernst & Young LLP and XXXX XLX, xx xxy of their Affiliates.) As used in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsSublease, the consent word "Person" shall mean an individual, partnership, trust, corporation, firm or other entity; and the word "Affiliate" (of the Landlord need not be obtained if the assignment of the Lease any Person) shall mean any legal entity which directly or indirectly controls, is to a: (i) parentcontrolled by, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii)under common control with, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have Person (the rightword "control", without Landlord’s consentas used in this definition, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice requiring at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity51% ownership interest).

ASSIGNMENT & SUBLETTING. Section 14.1. Except as expressly provided hereinotherwise in this Article 14, Tenant Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign assign, mortgage or in any manner transfer encumber this Lease Lease, nor underlet all or any estate portion of the Demised Premises, or interest hereunder and shall not sublease suffer or permit the Demised Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting as to which Landlord, which 's consent is required under this Lease. Possession or occupancy of any portion of the Demised Premises by one or more of Tenant's Affiliates (whether or not pursuant to a written agreement) shall not be unreasonably withhelddeemed or construed to be a sublease hereunder and Tenant shall be permitted to allow, conditionedsubject to the terms and conditions of this Lease (but without having to obtain Landlord's consent thereto), Tenant's Affiliates to occupy the Demised Premises. Notwithstanding the foregoing, in the case of possession or delayed. As part occupancy of any portion of the Demised Premises by Tenant’s request for's Affiliates, any subsequent transaction whereby such occupant shall cease to be an Affiliate shall be deemed a sublease requiring Landlord's prior consent pursuant to this Article 14; provided however that Landlord shall not have the rights in, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled obligated to receive monetary damages based upon a claim comply with, the provisions of Section 14.3 hereof (provided that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy such subsequent transaction shall be an action done for a good business purpose and not primarily for the purpose of circumventing compliance with Section 14.3 hereof). The Tenant originally named herein (i.e., Credit Suisse First Boston (USA), Inc.) and any successor thereto by merger, consolidation or corporate reorganization or sale of substantially all of its assets, shall be permitted to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease allow, subject to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice terms and cure periods, the consent of the Landlord need not be obtained if the assignment conditions of the Lease is (but without having to a: (i) parenteither obtain Landlord's consent thereto or share any Profits therefrom with Landlord), subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all 's "Business Associates," as hereinafter defined, to occupy portions of the shares of stock or assets of Tenant; or Demised Premises on a temporary basis from time to time (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine it being agreed that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.term "

ASSIGNMENT & SUBLETTING. Except as provided hereinTenant, Tenant voluntarily or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, or any estate or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as "Transfers", and all or any of assignees, transferees, licensees, and other such parties are referred to as "Transferees") without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld conditioned or delayed. Tenant also shall not voluntarily or involuntarily mortgage or encumber the Premises or Tenant's leasehold interest therein (an "Encumbrance") without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and delayed so long as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred Encumbrance is being made in connection with a bona fide institution as financing for Tenant's business. Any Transfer or Encumbrance without such assignment or sublease requestconsent shall be null and void and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.9, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is Landlord being applicable thereto, (a) to a: (i) parent, subsidiary any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of stock or Tenant's assets of Tenant; will be transferred, or (ivb) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it, along with any guarantor or other party remaining liable under this Lease, has a creditworthiness at least equal to the event net worth of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use Tenant and the Premises for guarantor or any other use than liable party as of the use permitted by this Leasedate of such corporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a "Permitted Transfer"). Unless Landlord's consent specifically provides otherwise with respect to an assignment a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Related Entity described Transfer to any of the following: (x) a tenant in subsections the Building or any other building in the Complex which is owned or controlled by Landlord (iiunless, after the request of Tenant, Landlord has informed Tenant that reasonably comparable space in the Building or the Complex is not available and will not become available within the three (3) months after such request); (y) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or any other building in the Complex which is owned or controlled by Landlord or an affiliate of Landlord (unless, after the request of Tenant, Landlord has informed Tenant that reasonably comparable space in the Building or the Complex is not available and will not become available within the three (3) months after such request); or (z) any party which would be of such type, character or condition as to be inappropriate, in Landlord's reasonable judgment, as a tenant for a first class office building. Tenant shall notify Landlord prior to marketing the Premises or any part thereof for a Transfer. Tenant's request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. Except in the case of a Permitted Transfer pursuant to clause (a) or (b) above, Landlord shall have the option (but not the obligation) to terminate the Lease as to the affected portions of the Premises at no cost to Tenant, with respect to a Transfer of at least of the Rentable Area of the Premises which Tenant proposes effective upon the date of the proposed Transfer and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (30) days after Landlord's receipt of Tenant's request. Tenant, however, shall have the right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. Upon the effective date of Landlord's recapture, Tenant shall be released from all subsequently accruing obligations under this Lease with respect to the portion of the Premises recaptured by Landlord. If Tenant does make a Transfer (other than a Permitted Transfer under clause (a) or (b) above) hereunder, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant's costs associated with such Transfer) exceed the sum of the Rent and other charges payable hereunder with respect to the space in question and all third party costs of the Transfer (such as brokerage, legal, and leasehold improvement costs), Tenant shall pay to Landlord, as Additional Rent, of the amount of such excess. Such excess shall be paid on a monthly basis, and all non-recurring costs and payments incurred or collected by Tenant shall be amortized on a straight line basis over the term of the Transfer in calculating the amount of each monthly payment. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, such amount may, at Landlord's option, be deemed to equal the fair market rent then obtainable for the space in question. Tenant shall pay to Landlord, as Additional Rent, Landlord's reasonable legal fees (not to exceed without the approval of Tenant, provided such figure shall be reasonably adjusted for inflation and for unusually complex transactions) and other third-party expenses incurred in connection with any proposed Transfer or Encumbrance, including fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (iiior any part thereof), such Related Entity has a tangible net worth equal Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or greater than $10,000,000.00attributable to such Transferee, for the performance of Tenant's agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant's liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability and if such Transferee shall fail to do so within ten (10) days after demand, Tenant shall be in default hereunder. Landlord agrees that may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the provisions of this Section 5.9, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant's covenants hereunder. The consent by Landlord to a particular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer. Notwithstanding anything to the contrary contained herein, Tenant shall have the right, without prior approval of Landlord’s consent, to sublease or license a portion utilize such portions of the Premises as it shall determine in its sole, reasonable judgment to customers ("Collocation") at no additional rent to Tenant for the purpose of installing, operating and maintaining computer servers and related equipment. The Collocation will not be considered a Related Entity described in subsection (i) abovesublease for purposes hereunder. Subject to the terms and conditions of Section 5.4, provided that designated employees or such Related Entity does not use customers may have access to the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten twenty-four (1024) hours per day, seven (7) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityper week.

ASSIGNMENT & SUBLETTING. Except as provided herein(a) Subtenant, Tenant for itself, its heirs, distributees, executors, administrators, legal representatives, and permitted successors and assigns, expressly covenants that it shall not assign assign, mortgage or in any manner transfer encumber this Lease Sublease, nor sublet, or any estate suffer or interest hereunder and shall not sublease permit the Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord, Sublandlord (which consent shall not be unreasonably withheldwithheld or delayed beyond ten (10) business days after the date Master Landlord gives its written consent thereto, conditionedprovided that Master Landlord has consented thereto) and Master Landlord and without complying with all of the terms and conditions of the Master Lease in each instance. If this Sublease be assigned, or delayedif the Premises or any part thereof be underlet or occupied by anybody other than Subtenant, Sublandlord may, after default by Subtenant, collect. As rent from the assignee, sub-Subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, sub-Subtenant or occupant as Subtenant, or a release of Subtenant from the further performance by Subtenant of any of the covenants on the part of Tenant’s request forSubtenant herein contained. Notwithstanding anything to the contrary contained herein, provided that Master Landlord has consented to the transfer and as a condition to, Landlord’s consent transferee has the financial ability to such perform its obligations under the assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall Sublandlord agrees not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld withhold its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance sublease or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted this Sublease. The consent by this Lease, and (ii) with respect Sublandlord to an assignment or underletting shall not in any wise be construed to a Related Entity described relieve Subtenant from obtaining the express consent in subsections (ii) and (iii), such Related Entity has a tangible net worth equal writing of Sublandlord to any further assignment or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityunderletting.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as “Subleases” and all or any of the assignees, subtenants, licensees, and other such parties are referred to as “Subtenants”) without obtaining, on each occasion, the prior written consent of the Landlord, which . The Term “Sublease” shall not be unreasonably withheld, conditioned, or delayed. As part further include any transfer of Tenant’s interest in this Lease to a subsidiary or corporate affiliate of Tenant, including, but not limited to: (a) any Sublease to any entity succeeding to the business and assets of Tenant, whether by way of merger, consolidation or otherwise, or (b) any Sublease to any entity controlling or controlled by Tenant or controlled by the same persons who control Tenant. For purpo ses of clause (b), control shall mean possession of more than 50% ownership of the shares of beneficial interest of the entity in question. Tenant’s request for, and as a condition to, Landlord’s for consent to such assignment or subleasea Sublease shall include a copy of the fully negotiated but unsigned Sublease instrument, Tenant shall provide Landlord together with financial statements for detailed financial, business and other information about the proposed transferee and such other information as Subtenant. Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld withhold or delay its consent to a Sublease, provided that the Sublease is for the entire Premises or for no less than one floor of the Premises hereunder. There shall be no Sublease of less than one floor of the Building at any time. Notwithstanding the provisions hereof, in the event that Tenant desires to vacate the Building and proposes a Sublease for the space that Tenant then occupies, Landlord shall have the option (but not the obligation) to terminate the Lease with respect to the Premises effective upon the date of such proposed transfer to a third party Sublease and continuing for the Term by giving Tenant notice of such termination with in 15 business days after Landlord’s receipt of Tenant’s sole remedy request, provided that if Landlord terminates this Lease, it shall be an action recapture the Premises subject to enforce any such provision through specific performance or declaratory judgmentapproved Subleases then in place. If Tenant shall reimburse Landlord for its actual reasonable costs does make a Sublease hereunder, and expenses incurred if the aggregate monthly rent and other charges payable to Tenant under and in connection with such assignment Sublease (including without limitation any amounts paid for leasehold improvements or sublease requeston account of Tenant’s costs associated with such Sublease) exceed the monthly rent and other charges payable hereunder with respect to the space in question, Tenant shall pay to Landlord, as an additional charge, one half the surplus of the amount of such excess on a monthly basis. If the amount of rent and other charges payable under a Sublease or the comparable value given is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the fair market rent then obtainable for the space in question. Notwithstanding any such Sublease, the origi nal Tenant named herein shall remain directly and primarily obligated under this Lease. Notwithstanding anything in this Lease Section to the contrary, so long as the Tenant is not in default acknowledges that there shall be no Sublease of the Premises except for a Sublease of the entire Premises or of one floor of the Premises.. If Tenant enters into any Sublease with respect to the Premises, Landlord may, at any time and from time to time require that such Subtenant agree directly with Landlord to be liable, jointly and severally, with Tenant to the extent of the obligations undertaken by or attributable to such Subtenant, for the performance of Tenant’s agreements under this Lease beyond applicable notice (including payment of rent and cure periodsother charges under the Sublease), and every Sublease shall so provide. Landlord may collect rent and other charges from the Subtenant and apply the net amount collected to the rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the provisions of Section 4.9, or the acceptance of the Subtenant, as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a particular Xx xxxxxx shall not relieve Tenant from the requirement of obtaining the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityfurther Sublease.

ASSIGNMENT & SUBLETTING. Except as provided hereinLessee shall not, Tenant shall not assign by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Lease or any estate interest therein, transfer direct or interest hereunder and shall not sublease indirect control of Lessee, sublet the UNH Premises or any part thereof without or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the prior written consent of Landlord, which UNH Premises by any other person. Lessee shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, need the consent of the Landlord need not be obtained Lessor to assign this Lease to an affiliate of the Lessee or any entity in common control with Lessee, provided that such affiliate or other entity is engaged in and using the space exclusively for the Permitted Use and is undertaking the Public Activities, all as defined in Section 6 of this Lease. Lessor shall have the right to assign, sell, mortgage, pledge or in any other manner transfer this Lease or any interest therein to any person; provided that if the assignment transferee is not Canal Dock, Lessee may terminate this Lease on written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Upon such assignment, the City shall have all rights described herein as rights in favor of the City of New Haven, but the City’s responsibilities, obligations and rights as “Lessor” shall cease provided that if the City assigns this Lease is to a: (i) parentCanal Dock, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or and at any time thereafter during the Lease Term, Canal Dock fails to perform substantially all of the shares obligations of stock Lessor due to insufficient funding, filing of bankruptcy, cessation of business or assets like situation (“Canal Dock Failure”) and shall so notify the City in writing, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or, if the foregoing does not occur within thirty (30) days of Tenant; or (iv) the notice to any corporation which is the successor corporation City, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Further, in the event that Lessee shall reasonably believe that Canal Dock Failure has occurred but Canal Dock disagrees and declines to so notify the City, then Lessee may notify the City in writing of a corporate reorganization such alleged Canal Dock Failure (a “Related EntityLessee’s Notice”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and the City shall investigate the same within fifteen (ii15) days of receipt of such notice. If the City, acting in its reasonable discretion, shall concur with respect Lessee, then the City shall terminate the Long Lease and this Lease shall revert to an assignment the City as Lessor or if, notwithstanding such concurrence, the City shall fail to a Related Entity described in subsections terminate the Long Lease within forty-five (ii45) and (iii)days of receipt of Lessee’s Notice, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant Lessee shall thereafter have the rightright to terminate this Lease upon further written notice to the City, without Landlord’s consentand the City shall pay Lessee the then Unamortized Costs upon such termination. If the City shall not concur with Lessee, acting in its reasonable discretion, then the matter shall be referred to binding arbitration, and this Lease shall continue as a sublease or license a portion until final determination of the Premises to a Related Entity described in subsection (i) above, issue; provided that from the date of Lessee’s notice to the City until the date of such Related Entity does not use final determination, the Premises City shall be responsible for any other use than performance of Canal Dock’s responsibilities under the use permitted by Long Lease insofar as Canal Dock shall fail to perform the same. In the event that the arbitrator finds that there has been Canal Dock Failure, then the City shall terminate the Long Lease and this Lease. Tenant Lease shall give Landlord revert to the City as Lessor or if, notwithstanding such finding, the City shall fail to terminate the Long Lease within thirty (30) days of the arbitrator’s finding, Lessee shall thereafter have the right to terminate this Lease upon further written notice at least ten (10) days prior to the effective date of City, and the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine City shall pay Lessee the then Unamortized Costs upon such termination. In the event that the requirements arbitrator finds that there has not been Canal Dock Failure, then this Lease shall continue as a sublease. Lessee shall not make any allegation of this Section 13 have been satisfiedCanal Dock Failure, including if applicableunsupported by Canal Dock, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitymore than once in any one (1) calendar year.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign assign, sell, mortgage, pledge, or in any manner manner, voluntarily or involuntarily, transfer or permit the transfer of this Lease or any estate interest therein, or interest hereunder and shall not sublease sublet the Premises or any part parts thereof without the Landlord's prior written consent of Landlordconsent, which may be withheld in Landlord's sole discretion, except as otherwise provided herein. A transfer or change in the ownership of any shares of Tenant's outstanding common stock or, a change in the composition of any non-corporate Tenant shall, unless such stock is publicly traded, be deemed an assignment. Consent by Landlord to an assignment, subletting, concession or license shall not be unreasonably withheldconstrued to relieve Tenant from obtaining the express consent of Landlord to any further assignment or subletting, conditionednor shall the collection of Rent by Landlord from any assignee, subtenant or delayedother occupant be deemed a waiver of this covenant or an acceptance of the assignee or subtenant as Tenant or a release of Tenant from the covenants in this Lease on Tenant's part to be performed. As part Tenant and any assignee or subtenant shall be jointly and severally liable for the obligations of Tenant’s request forthis Lease. If under the assignment or sublease consented to by Landlord the rent, additional rent, other charges, and/or consideration, money or thing of value payable thereunder or payable in connection with the transaction exceed the Rent provided in this Lease, Tenant or, at Landlord's option, the sublessee or assignee shall pay said excess rent or other consideration to Landlord as Additional Rent hereunder as and as a condition to, Landlord’s consent to such when the same becomes due under said assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

ASSIGNMENT & SUBLETTING. Except as provided herein, 16.1. The identity and financial position of the Tenant is a material consideration of Landlord entering into this Lease. Tenant shall not not, directly or indirectly, assign or in any manner transfer sublet under this Lease or any estate or interest hereunder and shall not sublease the Premises part thereof, nor permit all or any part thereof of the Premises to be used or occupied by another, without first obtaining the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld, conditioned. Subletting to a corporation which is a wholly owned subsidiary of the Tenant, or delayedwhich has common ownership of the Tenant, shall not require consent of Landlord, provided that Tenant shall remain liable for all terms and conditions (financial or otherwise) of the Lease. As part The transfer of forty (40%) percent or more of the issued and outstanding capital stock of Tenant’s request for, and as however accomplished, whether in a condition tosingle transaction or a series of related or unrelated transactions, shall constitute an assignment for the purposes of this Section. Any mortgage, pledge or assignment of this Lease, or any transfer of this Lease from Tenant through any change in the power to vote the majority of the outstanding voting stock of Tenant, shall constitute an assignment for the purposes of this Section. Any assignment or subletting made without such Landlord’s consent shall be voidable by Landlord. Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. To be effective, any assignment or sublease must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other person shall neither be deemed to be a waiver of any of the provisions of this Lease nor be deemed to be a consent to the assignment of this Lease or subletting of the Premises. If Landlord shall consent to any assignment or subletting, the assignee/subtenant shall assume all obligations of Tenant hereunder and neither Tenant nor any assignee/subtenant shall be relieved of any liability hereunder in the performance of any of the terms, covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to any assignment or subletting of this Lease, Tenant shall pay, as Additional Rent, all of Landlord’s administrative costs, reasonable attorney fees and processing costs incurred by Landlord in connection therewith regardless of whether or not Landlord consents to any such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitysubletting.

ASSIGNMENT & SUBLETTING. Except as expressly provided herein, Tenant shall not assign or in any manner transfer this Lease or sublet any estate or interest hereunder and shall not sublease portion of the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent Tenant agrees to such assignment or sublease, Tenant shall provide Landlord with financial statements for all information on the proposed transferee subtenant or assignee requested by Landlord and such other information as the terms upon which the intended subtenancy or assignment is proposed. If Tenant wishes to sublet or assign the Lease and the remaining balance of the term is less than *CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. two years, then Landlord may reasonably request. terminate the Lease and recapture the space by giving written notice to Tenant shall not be entitled within 30 days of Tenant's request to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent sublet or assign, except for assignments related to a proposed transfer merger or acquisition, or a sublease to a third party and Tenant’s sole remedy related entity. Any assignment or subletting without Landlord's written consent shall be an action to enforce void, and Landlord may, at its option, terminate this Lease on such account. If; with Landlord's consent, Tenant assigns any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything interest in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent or sublets all or any portion of the Landlord need not be obtained if the assignment Premises, any excess of the Lease is to a: (i) parent, subsidiary amounts received by Tenant for such assigned or affiliate of Tenant; (ii) company with which sublet space over the amounts payable by Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) hereunder with respect to an assignment to a Related Entity described in subsections (ii) such space shall be shared equally by Tenant and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

ASSIGNMENT & SUBLETTING. Except as provided herein13.1 The LESSEE may not sublet or assign the Leased Property for any portion of the remainder of the term of this lease, Tenant shall not assign or in any manner transfer this Lease or any estate extension or interest hereunder and shall not sublease the Premises or any part thereof renewal thereof, without the prior written consent of Landlord, the LESSOR which consent LESSOR agrees shall not be unreasonably withheld. However, conditionedLESSOR may set such conditions as he reasonably deems appropriate to such consent, or delayed. As part of Tenant’s request for, and as a condition including but not limited to, Landlord’s the right of the LESSOR and any mortgagees hereunder to approve the form of assignment/sublease, the financial condition of the assignee/sublessee, the type of business or occupation of the sublessee or assignee which shall not be, disreputable, illegal and that the LESSEE shall remain primarily liable for the payment of the rent and Additional Rent herein and for the performance of all of the other terms of this lease required to be performed by the LESSEE. LESSEE shall give LESSOR written notice of its desire to so sublease or assign, which notice shall be accompanied by a copy of the proposed Sublease or assignment. The consent by LESSOR to such any assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant subletting shall not be entitled construed in any way to receive monetary damages based upon a claim that Landlord unreasonably withheld its relieve LESSEE from obtaining the express consent in writing of LESSOR to any further assignment or subletting. Consent shall not be required for an assignment or subletting by the LESSEE to a proposed transfer corporation which owns, is owned by, or is under common control of LESSEE, whether such ownership or control is immediate or through ownership or control of other Corporations, or to a third party and Tenant’s sole remedy shall be an action corporate successor of LESSEE, whether by merger, acquisition or stock purchase. For purposes of the foregoing sentence, in order to enforce any establish ownership or common control, each order to establish ownership or common control, each Corporation in the chain of ownership or control must own at least 50% of the voting securities of its immediate subsidiary in such provision through specific performance chain of ownership or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestcontrol. Notwithstanding anything in this Lease to the contrarysuch consent, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need LESSEE shall not be obtained if relieved from liability under the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Leaselease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii)further, such Related Entity has a tangible net worth equal to subletting or greater than $10,000,000.00. Landlord agrees that Tenant assignment shall have comply with the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) remaining prerequisites listed above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant shall not assign assign, mortgage or in any manner transfer encumber this Lease Lease, or any estate sublet, underlet, license or interest hereunder and shall not sublease permit the Demised Premises or any part thereof to be used by others, whether voluntarily or by operation of law or otherwise, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such Landlord any assignment or sublease, Tenant transfers approved shall provide bear a legal fees incurred by Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably requestpayable by Tenant. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed The sale or transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares assets of Tenant or stock control, if Tenant be a corporation, or, if Tenant be a partnership or assets joint venture, a sale of an interest in such partnership or joint venture shall be deemed an assignment of this Lease, unless (i) such sale or transfer is made to a publicly owned corporation; (ii) it involves the sale or issuance of securities registered under the Securities Act of 1933, as amended; (iii) it is made amongst the existing stockholders, partners or joint venturers of Tenant; or (iv) to any corporation which is it results from the successor corporation in the event death of a corporate reorganization (a “Related Entity”); providedstockholder, howeverpartner or joint venturer of Tenant. If this Lease is assigned or if the Demised Premises or any part thereof be underlet or occupied by any body other than Tenant, that (i) such Related Entity does not use Landlord may collect rent from the Premises for any other use than the use permitted by this Leaseassignee, undertenant or occupant, and (ii) with respect apply the net amount collected to all rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant or the acceptance of the assignee, undertenant or occupant as tenant, or a release of any performance of the covenants on Tenant's part herein contained. Any consent by Landlord to an assignment or underletting shall not in any manner be construed to a Related Entity described relieve Tenant or any assignee or undertenant from obtaining the consent in subsections (ii) and (iii), such Related Entity has a tangible net worth equal writing of Landlord to any further assignment or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Leaseunderletting. Tenant shall give Landlord written notice at least ten (10) days prior pay Landlord's reasonable attorney fees related to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitysame.

ASSIGNMENT & SUBLETTING. Except as provided herein, Tenant Lessee shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises or any part thereof and Lessee shall not assign, transfer, pledge, mortgage or otherwise encumber this Lease, or any portion of the term thereof, without the prior previous written consent in each instance of LandlordLessor, which and Lessee shall furnish to Lessor copy of such proposed instrument; Lessor agreeing, however, not be to unreasonably withheld, conditionedwithhold or condition consent to subletting for any legitimate business not detrimental to the premises or adjacent property, or delayed. As part of Tenant’s request foroccupants thereof, and as a condition tonot more hazardous on account of fire or otherwise, Landlord’s consent and not creating wear and tear to such assignment or sublease, Tenant shall provide Landlord with financial statements the Premises more than the business for which the proposed transferee and such other information as Landlord may reasonably requestPremises are herein leased. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld In lieu of granting its consent to a proposed transfer subletting or assignment of this Lease, Lessor may, at its sole option, terminate this Lease by notice to a third party and Tenant’s sole remedy Lessee given within five (5) days from the receipt of request for permission to sublet or assign by Lessee. Such termination shall be an action effective on the same date as the commencement date of the proposed subletting or assignment requested by Lessee. Permission is, however, granted Lessee to enforce assign this Lease and also to sublet the Premises to any such provision through specific performance subsidiary corporation of Lessee, or declaratory judgmentparent corporation of Lessee, upon giving Lessor written notice of intent to so do. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such In the event of any assignment or sublease request. Notwithstanding anything in this Lease subletting, Lessee shall remain the principal obligor to the contraryLessor under all covenants of this Lease, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsby accepting any assignment or subletting, an assignee or sublessee shall become bound by and shall perform and shall become entitled to the consent benefit of all of the Landlord need not be obtained if terms, conditions and covenants by which the assignment Lessee hereunder is bound. In the event of the Lease is to a: (i) parent, subsidiary or affiliate a sale of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of Lessee’s assets, the shares Lessee shall either (a) cause the purchaser thereof to assume all of stock or assets Lessee’s obligations under this Lease from and after the date of Tenant; or such acquisition in writing, (ivb) pay Lessor the amount necessary to settle any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by outstanding claims under this Lease, if the purchaser does not assume this Lease and this Lease is terminated by Lessor prior to its Term (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iiiunder Section 2, including extensions thereof), such Related Entity has a tangible net worth equal or (c) find sublessee(s) or new tenants satisfactory to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, Lessor under terms acceptable to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLessor.

ASSIGNMENT & SUBLETTING. Except as provided herein4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A modification, amendment or extension of Landlord, which a sublease shall not be unreasonably withheld, conditioned, deemed a sublease. The listing of the name of a party or delayed. As part entity other than that of Tenant’s request for, and as a condition to, Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, Tenant shall provide Landlord with financial statements for whether or not actually performed, the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy same shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least discharged within ten (10) days prior thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to the effective date of the proposed transferindemnify Landlord and its agents and hold them harmless from and against any and all claims, along with all applicable documentation and other information necessary losses or liability resulting from such lien for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitybrokerage services rendered.