Common use of Assignments and Subletting Clause in Contracts

Assignments and Subletting. (a)Tenant, for itself, its legal representatives, successors and assigns, covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the Premises or any part thereof to be used or occupied by others, without the prior written consent of Owner in each instance, which consent shall not be unreasonably withheld, provided that prior to the effective date of such assignment or subletting, Tenant shall deposit with Owner an amount equal to Zero (0) months Fixed Rent as security subject to Section 25, below, and the Security Deposit shall be deemed increased by such amount; and (iii) as of the effective date of such assignment or subletting, and continuing throughout the balance of the Term, the Fixed Rent shall be increased by Two Percent (2%). If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner 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 the covenants herein contained on the part of Tenant to be performed. The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting. In no event shall any permitted subtenant 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 Owner's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. Notwithstanding anything contained herein to the contrary, a transfer (including any issuance of stock, partnership or other equity interests) of an aggregate of fifty (50%) percent or more of the equity interests in Tenant by any party or parties in interest (whether in a single or a series of transactions) shall be deemed an assignment of this Lease requiring the consent of Owner.

Assignments and Subletting. (a)TenantExcept as otherwise permitted in this Section, for itself, its legal representatives, successors and assigns, covenants that it Tenant shall not assignvoluntarily, mortgage involuntarily or by operation of law, assign or in any manner transfer or otherwise encumber this Lease or any estate, interest, or benefit therein, or sublet the Premises or any part or parts thereof or permit the use of the same or any part thereof by anyone other than Tenant without the prior written consent of Landlord, which shall not unreasonably be withheld, conditioned or delayed. If Tenant is a corporation, partnership or company, a change in the current voting control of Tenant or a transfer of ownership shall be considered an assignment hereunder. Consent by Landlord to any assignment for transfer of interest under this Lease or subletting of said premises or parts thereof shall not constitute a release, waiver or consent to any other assignment or subletting but shall be limited to the instance stated in such written consent, transfer of interest or subletting. No assignment or subletting shall operate to release Tenant from any obligation or responsibility hereunder. In the event that Tenant assigns or subleases all or any portion of the Premises in violation of this Section, any such assignment shall be deemed void. In the event of a request by Tenant to Landlord to approve an assignment, Tenant shall reimburse to Landlord the reasonable costs and value of time invested by Landlord in determining the proposed assignee’s acceptability, which reimbursement shall be a condition of approval. Such reimbursement shall also include any reasonable attorney’s fees, paralegal, legal assistant and similar fees, court costs and expenses incurred relative to the same, not to exceed $1,000. If Tenant shall assign or sublet the Premises, or any part thereof, having first obtained Landlord’s consent, at a rent in excess of the rent due and payable by Tenant under the Lease, nor underletsaid excess rent shall be split equally between Landlord and Tenant and Landlord’s share shall be paid to Landlord promptly when due under any such assignment or subletting as additional rent hereunder; however, Landlord shall not be responsible for any deficiency if Tenant shall assign or suffer or permit sublet the Premises or any part thereof at a rent less than that provided for herein. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the whole of the Premises to be used a legal entity which is either (i) the successor, by merger or occupied otherwise, to all or substantially all of Tenant’s assets and liabilities, or (ii) controls or is controlled by others, without the prior written consent of Owner in each instance, which consent shall not be unreasonably withheldor is under common control with Tenant, provided that prior to the effective date of such assignment or subletting, Tenant shall deposit with Owner an amount equal to Zero (0) months Fixed Rent as security subject to Section 25, below, and the Security Deposit shall be deemed increased by such amount; and (iii) as of the effective date of such assignment or subletting, and continuing throughout the balance of the Term, the Fixed Rent shall be increased by Two Percent (2%). If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner 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 the covenants herein contained on the part of Tenant to be performed. The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting. In no event shall any permitted subtenant 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 Owner's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. Notwithstanding anything contained herein to the contrary, a transfer (including any issuance of stock, partnership or other equity interests) of an aggregate of fifty (50%) percent or more of the equity interests in Tenant by any party or parties in interest (whether in a single or a series of transactions) shall be deemed an assignment of this Lease requiring the consent of Owner.following conditions are satisfied:

Assignments and Subletting. (a)Tenant, for itself, its legal representatives, successors and assigns, covenants that it shall Sublessee may not further sublease or allow any other person to use all or any portion of the Sublease Premises or assign, mortgage mortgage, pledge or otherwise encumber this Lease, nor underlet, or suffer or permit the Premises all or any part thereof to be used or occupied by others, of Sublessee’s rights under this Sublease without the prior written consent of Owner in each instance, both the Sublessor (which consent by Sublessor shall not be unreasonably withheld, provided that prior conditioned or delayed) and Landlord (if and to the effective date extent required by the Lease). In all events, Sublessee shall comply with the provisions of such assignment or subletting, Tenant shall deposit with Owner an amount equal to Zero Article VII (0Assignment and Subletting) months Fixed Rent as security subject to Section 25, belowof the Lease, and any event or transaction that requires the Security Deposit consent of the Landlord under the Lease shall require the consent of the Sublessor under this Sublease (which consent by Sublessor shall not be deemed increased by such amount; and (iii) unreasonably withheld, conditioned or delayed). Sublessor have the right, effective as of the effective date of such any proposed assignment or sublettingsublease requiring its consent, and continuing throughout to (a) terminate this Sublease with respect to an assignment; (b) recapture the balance space to be re-sublet if more than 50% of the TermSublease Premises is sublet (but only if Landlord exercises its recapture rights), (c) intentionally deleted; or (d) approve or not approve the Fixed Rent proposed transfer (not to be unreasonably withheld, conditioned or delayed), subject to all of Landlord’s rights under the Lease and Sublessor’s rights under this Sublease. Notwithstanding the forgoing, but subject to the provisions of the Lease, Sublessor’s consent shall not be increased required for Sublessee’s assignment of this Sublease to a successor by Two Percent (2%). If this Lease be assignedmerger, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner 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 purchaser of the provisions hereof, the acceptance stock or substantially all of the assignee, undertenant assets of Sublessee or occupant as tenant, or a release of Tenant from the further performance by Tenant of the covenants herein contained on the part of Tenant to be performed. The consent by Owner to an assignment affiliate or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing subsidiary of Owner to any further assignment or underlettingSublessee. In no the event shall any permitted subtenant 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 Owner's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. Notwithstanding anything contained herein to the contrary, a transfer (including any issuance of stock, partnership or other equity interests) of an aggregate of fifty (50%) percent or more of the equity interests in Tenant by any party or parties in interest (whether in a single or a series of transactions) shall be deemed an assignment by Sublessee that does not require Sublessor’s consent, Sublessee shall provide to Sublessor written notice of this Lease requiring the consent of Ownersuch sublease or assignment.

Assignments and Subletting. (a)Tenant, for itself, its legal representatives, successors and assigns, covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the Premises or any part thereof to be used or occupied by others, without the prior written consent of Owner in each instance, which consent shall not be unreasonably withheld, provided that prior to the effective date of such assignment or subletting, Tenant shall deposit with Owner an amount equal to Zero (0) months Fixed Rent as security subject to Section 25, below, and the Security Deposit shall be deemed increased by such amount; and (iii) as of the effective date of such assignment or subletting, and continuing throughout the balance of the Term, the Fixed Rent shall be increased by Two Percent (2%). If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner 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 the covenants herein contained on the part of Tenant to be performed. The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting. In no event shall any permitted subtenant 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 Owner's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. Notwithstanding Not withstanding anything contained herein to the contrary, a transfer (including any issuance of stock, partnership or other equity interests) of an aggregate of fifty (50%) percent or more of the equity interests in Tenant by any party or parties in interest (whether in a single or a series of transactions) shall be deemed an assignment of this Lease requiring the consent of Owner.

Assignments and Subletting. 1401. Except to an affiliate, parent, or subsidiary of Tenant, Tenant shall not, without the prior consent of the Landlord (a)Tenantand to the extent required by Landlord's Mortgagees, for itselfthe consent of Landlord's Mortgagees), its legal representatives, successors and assigns, covenants that it shall not assign, mortgage or encumber pledge this LeaseLease or underlet or sub-lease the Demised Premises, nor underlet, or suffer or permit the Premises or any part thereof thereof, or permit any other person, firm or corporation to be used occupy the Demised Premises, or occupied by others, without the prior written consent of Owner in each instanceany part thereof, which consent of Landlord (and, if required, its Mortgagees) shall not be unreasonably withheld, provided that prior to the effective date withheld or delayed. A proposed assignment of such assignment or subletting, Tenant shall deposit with Owner an amount equal to Zero (0) months Fixed Rent as security subject to Section 25, below, and the Security Deposit shall be deemed increased by such amount; and (iii) as this lease respecting only a portion of the effective date of such assignment or subletting, and continuing throughout the balance of the Term, the Fixed Rent shall be increased by Two Percent (2%). If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner 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 "subletting" within the foregoing sentence. Any request for an assignment, mortgage or pledge of this lease shall give Landlord the option (which must be exercised in writing mailed within 15 days after receipt of written notice from Tenant of latter's intent to assign all of Demised Premises, and effective upon the date of mailing of such writing by Landlord), to terminate this lease as of the provisions hereoflast day of the month next succeeding the month during which Landlord mails such written exercise of this option, and the rights of the parties shall be as if the last day of such month were the date originally set forth in this lease as of the date of termination thereof. Anything herein to the contrary notwithstanding, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance existing subletting by Tenant of the covenants herein contained on Greenhouse is a permitted subletting, and Tenant shall have the part right during the initial term of Tenant this Lease (but not any renewal or extension periods) to sublet up to 50% of the space in the Premises in the aggregate (including the Greenhouse) without Landlord's consent so long as the net rental and other consideration to be performedobtained for such subletting is not in excess of the rental paid to Landlord hereunder. The consent by Owner Tenant shall furnish Landlord with a copy of any agreement pertaining to an any assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting. In no event shall any permitted subtenant 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 Owner's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a subleasesubletting. Notwithstanding anything contained herein to the contraryherein, a transfer (including any issuance of stock, partnership assignment or other equity interests) of an aggregate of fifty (50%) percent or more of the equity interests in Tenant by any party or parties in interest subletting (whether in a single or a series of transactionsnot consented to by Landlord) shall be deemed an assignment not release Tenant of any of its obligations under this Lease requiring the consent of OwnerLease.

Assignments and Subletting. (a)TenantLessee shall not, for itselfeither voluntarily or by operation of law, its legal representatives, successors and assigns, covenants that it shall not assign, mortgage transfer, mortgage, pledge, hypothecate, or encumber this LeaseLease or any interest therein, nor underlet, or suffer or permit sublet the Premises or any part thereof to be used thereof, or occupied by othersany right or privilege appurtenant thereto, without the prior written consent of Owner in each instancethe Lessor first had and obtained, which consent shall not be unreasonably withheld. Any attempted assignment, provided that prior transfer, mortgage, encumbrance, or subletting without such consent shall be void and shall constitute a breach of this Lease without the need for notice to Lessee. Lessee shall give Lessor at least ninety (90) day's written notice of Lessee's desire to assign or sublet all or some portion of the effective Premises and the date of on which Lessee wishes to make such assignment or subletting, Tenant shall deposit with Owner an amount equal sublease. The withholding of Lessor's consent to Zero (0) months Fixed Rent as security subject to Section 25, below, and the Security Deposit shall assignment or subletting will be deemed increased by such amountto have been reasonable where based upon: (i) the inability of assignee or sublessee to fulfill the Lease terms; and (ii) the financial irresponsibility of assignee; (iii) the lack of suitability of assignee's or sublessee's intended use of the Premises; or (iv) the intended unlawful or undesirable use of the Premises by sublessee or assignee. If Lessor's consent to the assignment or subletting cannot reasonably be withheld, Lessor shall then have a period of thirty (30) days following receipt of such notice within which to notify Lessee in writing that Lessor elects either (i) in the case of an assignment or a sublease of the entire Premises to terminate this Lease as of the effective date so specified by Lessee, in which event Lessee will be relieved of all future obligations hereunder as to such portions of the Premises, or (ii) to permit Lessee to make such assignment or subletting, and continuing throughout the balance of the Term, the Fixed Rent shall be increased by Two Percent (2%). If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected sublease subject 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 the covenants herein contained on the part of Tenant to be performed. The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting. In no event shall any permitted subtenant 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 Owner's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. Notwithstanding anything contained herein to the contrary, a transfer (including any issuance of stock, partnership or other equity interests) of an aggregate of fifty (50%) percent or more of the equity interests in Tenant by any party or parties in interest (whether in a single or a series of transactions) shall be deemed an assignment of this Lease requiring the consent of Owner.following:

Assignments and Subletting. (a)Tenant, for itself, its legal representatives, successors and assigns, covenants that it shall Tenant will not assign, mortgage or encumber assign this Lease, in whole or in part, nor underlet, or suffer or permit the Premises sublet all or any part thereof to of the Premises, nor license concessions or lease departments therein, nor shall any assignment of this Lease be used effected by operation of law or occupied by others, in any other manner without first obtaining the prior written consent of Owner in each instance, which consent Landlord. Consent by Landlord to any assignment or subletting shall not be unreasonably withheld, provided that prior to the effective date of such assignment or subletting, Tenant shall deposit with Owner an amount equal to Zero (0) months Fixed Rent as security subject to Section 25, below, and the Security Deposit shall be deemed increased by such amount; and (iii) as of the effective date of such assignment or subletting, and continuing throughout the balance of the Term, the Fixed Rent shall be increased by Two Percent (2%). If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner 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 constitute a waiver of the provisions hereofrequirement for such consent to any subsequent assignment or subletting. No consent by Landlord to any assignment or sublease by Tenant shall relieve Tenant of any obligations of Tenant under this Lease, whether arising before or after the acceptance assignment or sublease. Any assignment or sublease that is not in compliance with this Section 18 shall be void and, at the option of the Landlord, shall constitute a material default by Tenant under this Lease. Acceptance of any rent by Landlord from a proposed assignee or subtenant or other transferee, shall not constitute consent by Landlord to any assignment or sublease to, or any recognition of any assignee, undertenant subtenant or occupant as tenanttransferee, or a release waiver by Landlord of any failure of Tenant from to comply with the further requirements of this Section 18. Each assignee, subtenant, or transferee, other than Landlord, shall assume all obligations of Tenant under this Lease and shall be and remain jointly and severally liable with Tenant for payment of rent, Additional Rent and the performance by Tenant of the covenants all terms, covenants, conditions and agreements herein contained on the Tenant's part of Tenant to be performedperformed for the Term. The consent by Owner No assignment shall be binding on Landlord unless Tenant or other party to an assignment shall deliver to Landlord a counterpart of the assignment and an instrument in recordable form that contains the covenant of assumptions by the transferee which is satisfactory in substance and form to Landlord and consistent with the requirements of this Lease. Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with any proposed assignment or underletting shall not sublease, including, without limitation, the cost of investigating the proposed transferee and the legal costs incurred in connection with the granting of any way be construed to relieve Tenant from obtaining requested consent. In the express consent in writing of Owner event Landlord consents to any further assignment or underlettingsublease by Tenant and rents due under that assignment or sublease is greater than the one due Landlord by Tenant under this Lease then Tenant shall pay the excess to Landlord. In no event shall any permitted subtenant assign If Tenant is a corporation, the filing of Articles of Transfer or encumber its sublease Articles of Merger with the State Department of Assessments and Taxation, or further sublet all the failure to do so when Tenant would otherwise be so legally required, or any portion of its sublet spacemerger, consolidation, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied other transaction constituting an assignment by othersoperation of law, without Owner's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. Notwithstanding anything contained herein to the contrary, a transfer (including any issuance of stock, partnership or other equity interests) of an aggregate of fifty (50%) percent or more of the equity interests in Tenant by any party or parties in interest (whether in a single or a series assets of transactions) shall be deemed this corporation will at the election of Landlord constitute an unauthorized assignment of this Lease. Provided that Tenant has complied with the terms of this Section, Landlord shall not unreasonably delay or withhold its approval of a transfer of the Lease requiring in conjunction with a merger or consolidation of Tenant's business to a financially qualified entity. Notwithstanding the consent other provisions of Ownerthis Section, Landlord acknowledges that Tenant is a holding company for the Bank, a Maryland state chartered commercial bank in the process of organization. Landlord agrees that Tenant may, without further approval of Landlord assign the Lease to the Bank upon completion of its organizational process and the granting of all final regulatory approvals for the Bank to begin operations as a commercial bank. Tenant will provide Landlord notice of such assignment.

Assignments and Subletting. (a)Tenant, for itself, its legal representatives, successors and assigns, covenants that it Tenant shall not assign, sublet, mortgage or encumber this Lease, nor underletin whole or in part, or suffer sublet all or permit any portion of the Demised Premises or assign this Lease or any part thereof to be used or occupied by others, without the prior written consent of Owner in each instancethe Landlord, which consent shall not be unreasonably withheldwithheld or delayed. The Landlord shall be entitled to consider all factors which it deems relevant to any requested consent to subletting or assignment, provided that prior including, but not limited to, the following: (a) the financial responsibility of the proposed sub-Tenant or assignee; (b) the business reputation, experience and acumen of the proposed sub-Tenant or assignee in the field of the Permitted Use or warehousing, distribution or light manufacturing uses, and (c) the need for alteration and/or repair of the Demised Premises; however, in no event shall such sub-tenant or assignee be an existing occupant or Affiliate of such occupant (as hereinafter defined) of the Building or Complex (of which the Demised Premises is a part), unless no other space in the four buildings owned by Landlord, or related entity to Landlord, in the complex is available. If such consent be obtained then, such subletting or assignment, as the case may be, shall be subject to and conditioned upon the following: (i) at the time of any such proposed subletting or assignment, Tenant shall not be in default under any of the terms, provisions or conditions of this Lease; (ii) the sub-Tenant or assignee shall occupy the Demised Premises and conduct its business in accordance with the Permitted Use; (iii) if the minimum rent, additional rents or other rents or charges required to be paid by any such sub-Tenant or assignee exceeds the rentals and/or charges reserved hereunder, then Tenant shall pay to Landlord monthly fifty percent (50%) of such excess, which shall be deemed additional rent; (iv) Tenant and its assignee or sub-Tenant shall execute, acknowledge and deliver to Landlord a fully executed counterpart of a written assignment of lease or sublease, as the case may be, duly consented to by Tenant's guarantor, if any, by the terms of which: (1) in case of an assignment, Tenant will assign to such assignee Tenant's entire interest in this Lease, together with all prepaid rents and rights to the effective date Security Deposit hereunder, and the assignee will accept said assignment and assume and agree to perform, directly for the benefit of Landlord, all of the terms, covenants and conditions of this Lease on Tenant's part to be performed hereunder; or (2) in case of a subletting, the sublease and the sub-Tenant's interest therein will in all respects be subject and subordinate to all of the terms, covenants and conditions of the Lease and the sub-Tenant thereunder will agree to be bound by and to perform all of the terms, covenants and conditions of this Lease on Tenant's part to be performed hereunder, except the payment of rent, additional rents and other charges reserved hereunder, which Tenant shall continue to pay to Landlord; (v) notwithstanding any such assignment of subletting under the terms of this Paragraph, both Tenant and its guarantor, if any, will acknowledge that, notwithstanding such assignment or sublettingsublease and the consent of Landlord thereto, Tenant shall deposit with Owner an amount equal to Zero (0) months Fixed Rent as security subject to Section 25, belowboth Tenant, and the Security Deposit its guarantor, if any, will not be released or discharged from any liability whatsoever under this Lease and will continue to be fully liable thereon. The consent by Landlord to any assignment or subletting shall be deemed increased by such amount; and (iii) as not constitute a waiver of the effective date necessity of such consent to any subsequent assignment or subletting, and continuing throughout the balance of the Term, the Fixed Rent . This prohibition against any assignment or subletting shall be increased construed to include a prohibition against any assignment or subletting by Two Percent (2%)operation of law. If this Lease be assigned, assigned or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, Landlord may collect rent from the assignee, undertenant or occupant, occupant and apply the net amount collected to the Rent rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, of the acceptance of the assignee, undertenant sub-Tenant or occupant as tenantTenant, or as a release of Tenant from the further performance by Tenant of the covenants herein contained provisions on its part to be observed or performed herein. Notwithstanding any assignment or sublease, Tenant shall remain fully liable and shall not be released from performing any of the terms of this Lease. If Tenant or Tenant's controlling shareholder or controlling partner, if any and as the case may be, or Tenant's guarantor, if any, is a corporation or partnership, and if at any time during the term of this Lease the person or persons who, on the part Date of Tenant to be performed. The consent by Owner to an assignment Lease, own or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting. In no event shall any permitted subtenant 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 Owner's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. Notwithstanding anything contained herein to the contrary, a transfer (including any issuance of stock, partnership or other equity interests) of an aggregate of owns fifty (50%) percent or more of the equity interests in Tenant by any party or parties in interest (whether in a single such corporation's voting shares or a series general partner's interest in such partnership, as the case may be, or if Tenant's guarantor, if any, ceases to own fifty (50%) percent or more of transactions) such corporation's voting shares or a general partner's interest in such partnership or if same is dissolved, then upon such occurrence there shall be deemed to be an assignment of this Lease requiring Lease, which assignment shall require the prior written consent of OwnerLandlord, as more particularly set forth above. The preceding sentence shall not be applicable to any corporation, all the outstanding voting stock of which is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended). For the purposes hereof, an Affiliate means a corporation or other business entity that directly or indirectly controls, is controlled by, or is under common control with such occupant. Tenant shall be permitted to assign this Lease without Landlord's approval to any subsidiary company of Tenant provided such assignment does not release Tenant from obligations under the Lease.

Assignments and Subletting. (a)Tenant, for itself, its legal representatives, successors Subtenant covenants and assigns, covenants agrees that it shall not assign, mortgage or encumber neither this LeaseSublease nor the term hereof and leasehold hereby granted, nor underletany interest herein or therein, will be assigned, mortgaged, pledged, encumbered or suffer otherwise transferred, voluntarily, by operation of law or permit otherwise, and that neither the Premises or Subleased Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Subtenant, or used or occupied, or permitted to be used or occupied occupied, or utilized for desk space or for mailing privileges, by othersanyone other than Subtenant, or for any use or purposes other than as permitted hereunder, or be sublet or offered or advertised for subletting without the prior written consent of Owner Sublandlord and Master Landlord, in each instance, which consent shall not be unreasonably withheld, provided that prior conditioned or delayed with respect to a sublease but which consent may be withheld at Sublandlord’s sole discretion with respect to any assignment. The grounds upon which Sublandlord may reasonably withhold its consent to a sublease include, but are not limited to, any one of the effective date following: (i) the prospective sublessee’s intended use is not a permitted use; (ii) in Sublandlord’s judgment, the nature, character, operating history, class and/or standards of such assignment or subletting, Tenant shall deposit the prospective sublessee will not be consistent with Owner an amount equal to Zero (0) months Fixed Rent as security subject to Section 25, below, and the Security Deposit shall be deemed increased by such amountthose of Sublandlord; and (iii) as the financial strength and reliability of the effective date prospective sublessee is not sufficient, in Sublandlord’s judgment, to meet all of such assignment Subtenant’s obligations to be performed under this Sublease; (iv) the sublease would result in increased wear and tear on the Subleased Premises, Premises or sublettingBuilding; (v) Subtenant is in default under any provision of the Sublease; (vi) the prospective sublessee is or could be a competitor of Sublandlord, and continuing throughout (vii) Master Landlord fails to consent to the balance proposed sublease or sublessee for any reason. Notwithstanding the foregoing, Subtenant shall have the right to assign this Sublease, upon prior notice to Sublandlord and without obtaining Sublandlord’s consent, to an entity (such entity being a “Permitted Assignee”) that is a successor to Subtenant in the event of a merger, consolidation or reorganization, or by the purchase of all or substantially all of the Termassets or the ownership interests of Subtenant, the Fixed Rent shall be increased by Two Percent (2%). If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected provided that such assignee agrees to the Rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver assume all 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 the covenants herein contained on the part of Tenant to be performed. The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting. In no event shall any permitted subtenant 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 Owner's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. Notwithstanding anything contained herein to the contrary, a transfer (including any issuance of stock, partnership or other equity interests) of an aggregate of fifty (50%) percent or more of the equity interests in Tenant by any party or parties in interest (whether in a single or a series of transactions) shall be deemed an assignment terms and conditions of this Lease requiring the consent of OwnerSublease.

Assignments and Subletting. (a)TenantExcept as otherwise permitted below, for itself, its legal representatives, successors and assigns, covenants that it Sublessee shall not transfer, assign, mortgage sublet, hypothecate, sell, change ownership or encumber this Lease, nor underlet, otherwise divest itself of any or suffer or permit all of its interest in and to the Premises or any part thereof this Sublease and shall not permit Sublessee's interest in this Sublease to be used vested in any third party by operation of law or occupied by othersotherwise. Notwithstanding the foregoing, without the prior written consent of Owner in each instanceSublessee may, which consent shall not be unreasonably withheld, provided that prior to the effective date of such assignment or subletting, Tenant shall deposit with Owner an amount equal to Zero (0) months Fixed Rent as security subject to Section 25Overlandlord's approval as per the Prime Lease, below, and the Security Deposit shall be deemed increased by such amount; and (iii) as of the effective date of such assignment or subletting, and continuing throughout the balance of the Term, the Fixed Rent shall be increased by Two Percent (2%). If assign this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner 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 the covenants herein contained on the part of Tenant to be performed. The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion thereof to a parent, subsidiary or affiliated company of its sublet spaceSublessee, or otherwise suffer to any resulting entity following a merger or permit the sublet space or any part thereof to be used or occupied by others, without Owner's prior written consent in each instanceconsolidation of Sublessee with another company. A modificationtransfer, amendment sale or extension hypothecation of a Sublessee's stock shall not constitute an assignment or sublease. In the event of any assignment or sublet, Sublessee shall not be relieved of any liability under this sublease and all the provisions of this sublease shall be deemed a subleasebinding upon the assignee or sub-sublessee. Notwithstanding anything contained herein 12. Eminent Domain (a) In the event that all or substantially all of the Premises are taken or made unaccessible under the power of eminent domain, this Sublease shall terminate as of the date possession is so taken. If more than twenty percent (20%) of Premises are taken, Sublessee shall have the right to terminate this Sublease. If this Sublease is terminated, all rents shall be paid up to the contrary, a transfer (including any issuance date of stock, partnership or other equity interests) of an aggregate of fifty (50%) percent or more possession of the equity interests Premises by public authority, and Sublessor shall make an equitable refund of any rent paid by Sublessee in Tenant advance and not yet earned. (b) In the event that any taking under the power of eminent domain does not result in the termination of this Sublease a set forth above, this Sublease shall remain in full force and effect, except that the rent shall be reduced in the same proportion as the square footage of the Premises taken bears to the square footage of the Premises immediately prior to such taking. (c) All consideration or damages awarded for any taking under the power of eminent domain and all consideration received by Sublessor pursuant to a voluntary sale by Sublessor to any party public or parties in interest (quasi-public body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat or condemnation or while condemnation proceedings are pending, whether in a single for the whole or a series part of transactionsthe Premises, shall belong to and be the property of Sublessor (or Overlandlord as determined under the Prime Lease) regardless of how denominated. However, Sublessee shall be deemed an assignment of this Lease requiring the consent of Ownerentitled to retain any compensation for loss or damage to Sublessee's trade fixtures and removable property. 13.