Common use of No Assignment or Subletting Clause in Contracts

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be void.

No Assignment or Subletting. (a) Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be void.

No Assignment or Subletting. Sublessee Tenant shall not have the right to assign, sellsublet, mortgagetransfer or encumber this Lease, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any persontherein, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease)Landlord. Neither the consent of Sublessor or Prime Lessor to an Any attempted assignment, subletting, concessiontransfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. Any assignee, sublessee or license, nor the references transferee of Tenant's interest in this Sublease to Lease (all such assignees, subtenantssublessee and transferees being hereinafter referred to as "Transferees"), concessionaires or licenseesby assuming Tenant's obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such Transferees in contravention of this Paragraph. Any excess consideration of any way be construed kind paid to relieve Sublessee Tenant (or any Tenant-related party) by any sublessee or assignee approved by Landlord hereunder, in excess of the requirement rents (month by month in the case of obtaining the consent a sublet or in a lump sum in case of Sublessor and Prime Lessor an assignment) provided for herein, shall constitute additional rent due by Tenant to any further assignment Landlord contemporaneously with receipt thereof by Tenant (or its related party). No assignment, subletting or other transfer, whether consented to by Landlord or not or permitted hereunder, shall ever relieve Tenant of its liability, which it agrees with be joint and several with the making liability of any further assignmentassignee and primary and continuing in the event of any sublease, subletting, concession or license for all or any part obligations of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease"Tenant" hereunder. If this Sublease is assigned, or if an Event of Default occurs while the Subleased Premises or any part thereof is underlet are assigned or occupied sublet, then Landlord, in addition to any other remedies herein provided, or provided by any person or entity other than Sublesseelaw, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, may collect rent directly from the assignee, undertenant or occupant, such Transferee all rents payable to Tenant and apply the net amount collected to the rents payable by Sublessee such rent against any sums due Landlord hereunder, but no assignment, underletting, occupancy or . No such collection shall be deemed construed to constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, novation or a release of Sublessee Tenant from the further performance by Sublessee of Tenant's obligations hereunder. For the avoidance of doubt, any change of control of the covenants hereunder ownership or voting control of Tenant or Tenant’s ultimate parent shall be deemed to be performed on the part a transfer of Sublessee. Any attempted assignment or subletting without this Lease requiring the prior written consent of Sublessor and Prime Lessor shall be voidLandlord.

No Assignment or Subletting. Sublessee (a) Subtenant shall not directly or indirectly (by sale or transfer of a controlling interest in Subtenant’s capital stock or other form of proprietary interests, merger, consolidation, combination, reorganization recapitalization or otherwise), voluntarily or by operation of law or otherwise, transfer, assign, sellmortgage or hypothecate this Sublease, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereofthereof or interest therein, or grant any concession or license or otherwise permit occupancy the use of all or any part portion of the Subleased Premises by any personperson or persons (including concessionaires and licensees) other than Subtenant, or sublet the Subleased Premises, or any part thereof, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall (i) Sublandlord (which may not be required in connection with an assignment unreasonably withheld, delayed or sublease conditioned by Sublandlord) and (ii) the Master Landlord pursuant to Article 16(B) of the Prime Master Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublesseeeach instance. Any attempted assignment or subletting without the prior written consent of Sublessor both Sublandlord and Prime Lessor Master Landlord shall be void, shall constitute a material default hereunder and shall give Sublandlord the right, at its option, to exercise any of its remedies under this Sublease. Consent to any assignment or subletting shall not operate as a waiver of the necessity for a consent to any subsequent assignment or subletting, and the terms of such consent shall be binding upon any person holding by, under or through Subtenant. If the rental or other consideration payable to Subtenant in respect of such subletting or assignment exceeds the rent payable by Subtenant under this Sublease, then all such excess rent and other consideration shall be deemed additional rent owed by Subtenant to Sublandlord, and shall be payable to Sublandlord by Subtenant in the same manner and on the same terms as installments of Base Sublease Rent are payable by Subtenant under this Sublease (or upon Subtenant’s receipt thereof, whichever is earlier). Notwithstanding any assignment, subletting or other transfer by Subtenant or consent thereto by Sublandlord, Subtenant shall remain fully liable on this Sublease and shall not be released from performing any of the terms, covenants and conditions of this Sublease. So long as Subtenant is not in default under the Sublease, Sublandlord shall have no right to recapture or retake possession of the Subleased Premises.

No Assignment or Subletting. Sublessee 14.1.1 Tenant shall not assignhypothecate or encumber this Lease or any interest herein without the prior written consent of Landlord, sellwhich may be granted or denied in Landlord's absolute discretion. Tenant shall not, mortgagewithout the prior written consent of Landlord, pledge which consent shall not be unreasonably withheld by Landlord, transfer or in any manner transfer assign this Sublease Lease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part the use of the Subleased Premises by any personparty other than Tenant. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law without the prior written consent of Sublessor and Prime Lessor; providedLandlord, however, Sublessor’s which consent shall not be required in unreasonably withheld. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. In connection with an assignment or sublease pursuant each consent requested by Tenant, Tenant shall submit to Article 16(B) Landlord the terms of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee proposed transaction (including calculation of the requirement "Transfer Consideration" described in Section 14.5 below), the proposed effective date of obtaining the consent transfer (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after Tenant's request for consent), the identity of Sublessor and Prime Lessor to any further assignment or subletting or the parties to the making of any further assignmenttransaction, subletting, concession or license for all or any part current financial statements of the Subleased Premises. Notwithstanding any assignment proposed assignee or sublettingsublessee certified by an officer, includingpartner or owner thereof, without limitation, any assignment business credit and personal references and history of the proposed assignee or subletting permitted or consented to, the original Sublessee named herein sublessee and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assignedinformation reasonably required by Landlord which will enable Landlord to determine the financial responsibility, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupantcharacter, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed a waiver reputation of the provisions hereofproposed assignee or sublessee and the nature of such assignee's or sublessee's business, the acceptance of proposed documentation for the assigneetransaction, undertenant or occupant as tenant, or a release of Sublessee from and all other information reasonably requested by Landlord concerning the further performance by Sublessee of proposed transaction and the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidparties involved.

No Assignment or Subletting. Sublessee Subtenant shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term Term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any personperson without the prior written consent of Sublandlord, and if such transaction would require the consent of Prime Lessor under Section 22 of the Prime Lease, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required Lessor in connection accordance with an assignment or sublease pursuant to Article 16(B) Section 22 of the Prime Lease). Sublandlord‘s consent under this Paragraph 9 shall not be unreasonably withheld, conditioned or delayed. Any direct or indirect change in ownership of, or power to vote, a majority of the ownership interests of Subtenant shall constitute a transfer requiring Sublandlord’s and Prime Lessor’s prior written consent hereunder, other than a Corporate Permitted Assignment, which shall not require the consent of Sublandlord (but reasonable prior written notice thereof shall be provided to Sublandlord) and shall only require the consent of Prime Lessor to the extent required under Section 22 of the Prime Lease. Neither the consent of Sublessor Sublandlord or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee Subtenant or any assignee, subtenant or sub-subtenant of the requirement of obtaining the consent of Sublessor Sublandlord and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises, Subtenant and any such assignee, subtenant or sub-subtenant under this Sublease hereby agreeing to be bound by the provisions of this Sublease and the Prime Lease as to any further assignment, subleasing or other arrangement for which consent is required under this Sublease or the Prime Lease. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee Subtenant named herein and any other person(s) who at any time was or were Sublessee Subtenant shall remain fully liable under this Sublease, and all acts and omissions of any assignee or subtenant or anyone claiming under or through any assignee or subtenant that shall be in conflict with the terms of this Sublease shall constitute a breach by Subtenant under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than SublesseeSubtenant, Sublessor Sublandlord may, after default by Sublessee beyond Subtenant, following notice and the expiration of any applicable notice and cure periodsperiod, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents Rent payable by Sublessee Subtenant hereunder, 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 Sublessee Subtenant from the further performance by Sublessee Subtenant of the covenants hereunder to be performed on the part of SublesseeSubtenant. Any attempted assignment or subletting or other arrangement, whether by Subtenant or any assignee or subtenant of Subtenant, without the prior written consent of Sublessor the Sublandlord and Prime Lessor shall be void.

No Assignment or Subletting. Sublessee (a) To the extent either the Prime Lease and/or the Prime Landlord’s consent to this Sublease expressly permits any affiliates or successors by merger of any subtenant of Sublandlord to use and access the Premises (whether by assignment, sublease, or general occupancy), such rights are granted to Subtenant herein; provided, however, in such event: (1) Subtenant shall not assign, sell, mortgage, pledge or in be released from its obligations hereunder; (2) Subtenant and any manner such affiliates and successors shall be jointly and severally liable with Subtenant hereunder; (3) such transfer this Sublease or any interest herein, shall not be permitted if the intent or the term result is that Subtenant avoids liability under this Sublease; and (4) the surviving entity, if applicable, shall have a net worth equal to or estate granted hereby or greater than that of Subtenant as of the rentals hereunderday prior to the consummation of such transfer. Except as stated above, or Subtenant may not assign this Sublease, nor further sublet the Subleased Premises Premises, nor permit the same to be used or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises occupied by any person, others without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s Sublandlord (which consent Sublandlord shall not be unreasonably withhold), as well as Prime Landlord (to the extent required in connection with an assignment or sublease pursuant to Article 16(B) of under the Prime Lease). Neither Sublandlord shall request Prime Landlord’s consent to any such assignment or subletting by Subtenant promptly upon Subtenant’s request. In the consent of Sublessor or Prime Lessor event Sublandlord fails to respond to any request for an assignment, subletting, concessionsublease, or license, nor the references other transfer of Subtenant’s interest in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making Premises (collectively, “Transfer”), made by Subtenant in writing (“Original Transfer Notice”) within fifteen (15) business days after Sublandlord’s receipt of any further assignmentsuch request, sublettingthen Subtenant may resubmit such request in writing to Sublandlord with a notice set forth at the top of its request for approval, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein containing a legend in 14 point bold type which states in bold and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be void.all-capital letters:

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Prime Lessor and Sublessor, which consent of Sublessor and Prime Lessorshall not be unreasonably withheld, conditioned or delayed. If Sublessor does not either grant or withhold its consent to a proposed assignment, subletting, concession or license within thirty (30) days of receipt of Sublessee's request for such consent, Sublessor's consent shall be deemed approved; provided, however, Sublessor’s Sublessee must still obtain Prime Lessor's consent shall not be required in connection with an assignment to such proposed assignment, subletting, concession or sublease pursuant to Article 16(B) of the Prime Lease)license. Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable Sublessee, following notice and the expiration of any cure periodsperiod, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of the Sublessor and the Prime Lessor shall be void. Notwithstanding the provisions of this Paragraph 9, this Sublease may be assigned, or the Subleased Premises may be sublet, in whole or in part, after prior notice to Sublessor but without the consent of Sublessor and without any termination right of Sublessor being applicable thereto, (i) to any corporation or other entity into which or with which Sublessee may be merged or consolidated or to any corporation or entity to which all or substantially all of the Sublessee's assets or capital stock will be transferred, or (ii) to any corporation which is an affiliate, subsidiary, parent or successor of Sublessee, provided in all cases the surviving corporation or entity shall provide reasonable evidence that it has creditworthiness at least equal to the greater of (i) the net worth of Sublessee as of the date of such corporate transaction, and (ii) as of the date of this Sublease, and shall agree in writing with Sublessor to be bound by all of the terms and conditions of this Sublease (all of the foregoing being referred to as a "Permitted Transfer").

No Assignment or Subletting. Sublessee Tenant shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or have the term or estate granted hereby or the rentals hereunder, right to assign or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all whole or any part of the Subleased Premises by any personDemised Premises, without the prior written consent of Sublessor the Landlord to any affiliate. Affiliate shall mean an entity controlled by or under common control with Tenant. Any other assignment or subletting will require the approval of Landlord which approval shall not be unreasonably withheld. Any assignee or sublessee shall be required to continue to use the Demised Premises for the uses permitted under this Lease and Prime Lessor; providedTenant shall continue to remain fully liable to Landlord for the performance of all terms, however, Sublessor’s covenants and conditions of this Lease (except those relating to occupancy of the Demised Premises). Such assignment or sublease will not release Tenant from the duties of the Tenant contained in this agreement. Any consent by the 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 the Tenant, or the legal representatives or assigns of the 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 the Tenant not to assign or sublet without such consent. Any assignee or sublessee shall be required to continue to use the Demised Premises for the same use as the original Tenant and Tenant shall continue to remain fully liable to Landlord for the performance of all terms, covenants and conditions of this Lease (except those relating to occupancy of the Demised Premises). Tenant shall provide to Landlord such financial statements and other information regarding the business of any proposed assignee or sublessee as Landlord may request in connection with order to permit Landlord to evaluate the financial or managerial capability of any such proposed assignee or sublessee. In the event that Landlord shall consent to an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignmentTenant shall pay to Landlord its reasonable fees, underlettingnot to exceed $500.00, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidincurred in connection with processing Tenant’s request for such consent.

No Assignment or Subletting. Sublessee Tenant covenants and agrees not to make or permit a Transfer, as hereinafter defined, by Tenant or by any assignee or subtenant, without Landlord's prior written consent, which consent shall not assignbe unreasonably withheld provided such Transfer shall not relieve Tenant of any of its obligations under this Lease. A "Transfer" shall include a sublease of all or any part of the Demised Premises, sellany assignment, sublease, transfer, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises encumbrance of all or any part thereofof the Tenant's interest under this Lease or in the Demised Premises, by operation of law or grant any concession or license or otherwise permit otherwise, and the use of occupancy of all or any part of the Subleased Demised Premises by any person, anyone other than tenant. Any such Transfer without the prior Landlord's written consent of Sublessor shall be void, at Landlord's option, and Prime Lessor; providedshall constitute a default under this Lease. In the event Landlord consents to any Transfer, however, Sublessor’s consent Tenant shall not be required relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no transfer had been made, unless specifically provided to the contrary in Landlord's prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease, and any consent by Landlord to a Transfer shall not be deemed a consent to any subsequent Transfer. Notwithstanding the foregoing, Landlord shall, at Landlord's option, have the right, in lieu of consenting to a Transfer, to terminate this Lease as to the portion of the Demised Premises as is subject to the proposed Transfer and to enter into a new lease with the proposed transferee and receive directly from the proposed transferee the consideration agreed to be given by such transferee for the transfer. The termination of this Lease pursuant to any provision contained herein or otherwise shall, at Landlord's provision contained herein or otherwise shall, at Landlord's option, either terminate any or all existing subleases hereunder or operate as an assignment to Landlord of any such subleases. In the event Landlord consents to a Transfer, any option to renew this Lease or right to extend the Lease Term shall automatically terminate unless otherwise agreed in writing by Landlord. Tenant covenants and agrees to pay to Landlord, within ten (10) days after demand by Landlord, the reasonable costs and expenses of Landlord in connection with an assignment any request for consent to a Transfer, including reasonable attorneys' fees, whether or sublease pursuant to Article 16(B) of the Prime Lease). Neither the not consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or Landlord is given to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidTransfer.

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer assign this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, nor permit the use or grant any concession or license or otherwise permit occupancy of the Subleased Premises by any third party nor otherwise encumber its interest in the Subleased Premises, without first obtaining the written consent of both Sublessor and Master Landlord. Sublessor’s consent shall not be unreasonably withheld, delayed or denied. Any attempted assignment or sublease without such consent shall be invalid. In the event of an assignment or sublease, Sublessee shall nevertheless at all times remain fully responsible and liable for the payment of all Rent due hereunder and the performance and observance of all of Sublessee’s other obligations under the terms, conditions and covenants of this Sublease. No assignment shall be binding upon Sublessor unless such assignee shall deliver to Sublessor an instrument (in recordable form, if requested) containing an agreement to assume liability jointly and severally with Sublessee of all of Sublessee’s obligations under this Sublease with respect only to that portion of the Subleased Premises covered by the applicable assignment and only to the extent arising on or after the effective date of such assignment. No sublease shall be binding upon Sublessor unless Sublessor shall approve such sublease and such subtenant shall agree in writing that such subtenant will not violate any provision of this Sublease. Upon the occurrence of a default as described in Paragraph 14 hereof, if all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, howeveris then assigned or sublet, Sublessor’s consent , in addition to any other remedies provided by this Sublease or by law, may, at its option, collect directly from the assignee or subtenant, as applicable, all Rent or other sums arising out of this Sublease becoming due to Sublessor by reason of the assignment, sublease, or under any of the terms of this Sublease. Any collection by Sublessor from the assignee or subtenant shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall be deemed constitute a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance of its obligations under this Sublease or the making of a new lease with such assignee or subtenant. Sublessee shall, within ten (10) days after Sublessor’s written request, reimburse Sublessor for all reasonably incurred costs, including, but not limited to, the reasonable fees of attorneys, architects or other consultants incurred by Sublessor in connection with such proposed assignment or sublease, whether or not Sublessor consents to such proposed assignment or sublease. If Sublessee desires to (i) assign this Sublease or (ii) sublet the Subleased Premises or any part thereof, to any person or entity (including a successor or affiliate) then, in each case, Sublessee shall give Sublessor notice of such desire (each, a “Transfer Notice”) at least ten (10) days prior to such assignment or sublease (unless Sublessee is prohibited by law or a confidentiality agreement from giving prior notice in which case Sublessee shall give Sublessor notice within five (5) days thereafter). Each Transfer Notice shall be accompanied by (i) a statement setting forth in reasonable detail the identity of the covenants hereunder proposed assignee or Sublessee, the nature of its business and its proposed use of the Subleased Premises, (ii) current financial information with respect to be performed on the part proposed assignee/subtenant, and (iii) copies of Sublesseethe proposed assignment/sublease instruments. Sublessor shall have the right to sell, transfer or assign, in whole or in part, its rights and obligations under this Sublease. Any attempted such sale, transfer or assignment shall operate to release Sublessor from any and all liabilities under this Sublease arising after the date of such sale, assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidtransfer.

No Assignment or Subletting. Sublessee Subtenant, for itself, its successors and assigns, expressly covenants that it shall not assign, sell, mortgage, pledge mortgage or in any manner transfer encumber this Sublease Agreement, nor sublet, nor suffer or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet permit the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises thereof to be used by any personothers, without the prior written consent consent, not to be unreasonably withheld, conditioned or delayed of Sublessor Sublandlord and the Prime Lessor; provided, however, Sublessor’s consent shall not Landlord in each instance and as may be required in connection with an assignment or sublease pursuant to Article 16(B) of permitted by the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease Agreement is assigned, or if the Subleased Premises or any part thereof is underlet sublet or occupied by any person person, firm or entity corporation other than SublesseeSubtenant, Sublessor with the consent of Sublandlord and the Prime Landlord, Sublandlord may, after default by Sublessee beyond any applicable notice and cure periodsSubtenant, collect rent from the assignee, undertenant subtenant or occupant, occupant and apply the net amount collected to the rents payable by Sublessee hereunderrent and additional rent, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereof, this covenant or the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Sublessee Subtenant from the further future performance by Sublessee it of the covenants hereunder to be performed on the part of Sublesseeit herein contained. Any attempted The consent by Sublandlord and the Prime Landlord to an assignment or a subletting without shall not in any way be construed to relieve Subtenant from obtaining the prior written express consent in writing of Sublessor and Sublandlord to any further assignment or subletting. If Sublandlord is required to pay Prime Lessor Landlord any sum in connection with any requested consent, Subtenant shall be voidresponsible for paying such sum on behalf of Sublandlord.

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable Sublessee, following notice and the expiration of any cure periodsperiod, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of the Sublessor and the Prime Lessor shall be void.

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Prime Lessor and Sublessor, which consent of Sublessor and Prime Lessorshall not be unreasonably withheld, conditioned or delayed. If Sublessor does not either grant or withhold its consent to a proposed assignment, subletting, concession or license within thirty (30) days of receipt of Sublessee’s request for such consent, Sublessor’s consent shall be deemed approved; provided, however, SublessorSublessee must still obtain Prime Lessor’s consent shall not be required in connection with an assignment to such proposed assignment, subletting, concession or sublease pursuant to Article 16(B) of the Prime Lease)license. Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable Sublessee, following notice and the expiration of any cure periodsperiod, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of the Sublessor and the Prime Lessor shall be void. Notwithstanding the provisions of this Paragraph 9, this Sublease may be assigned, or the Subleased Premises may be sublet, in whole or in part, after prior notice to Sublessor but without the consent of Sublessor and without any termination right of Sublessor being applicable thereto, (i) to any corporation or other entity into which or with which Sublessee may be merged or consolidated or to any corporation or entity to which all or substantially all of the Sublessee’s assets or capital stock will be transferred, or (ii) to any corporation which is an affiliate, subsidiary, parent or successor of Sublessee, provided in all cases the surviving corporation or entity shall provide reasonable evidence that it has creditworthiness at least equal to the greater of (i) the net worth of Sublessee as of the date of such corporate transaction, and (ii) as of the date of this Sublease, and shall agree in writing with Sublessor to be bound by all of the terms and conditions of this Sublease (all of the foregoing being referred to as a “Permitted Transfer”).

No Assignment or Subletting. Sublessee Tenant covenants and agrees not to make or permit a Transfer by Tenant, as hereinafter defined, without Landlord's prior written consent, which consent shall not assignbe unreasonably withheld. A Transfer by Tenant shall include an assignment of this Lease, sella sublease of all or any part of the Demised Premises or any assignment, sublease, transfer, mortgage, pledge or in any manner transfer this Sublease encumbrance of all or any part of Tenant's interest hereinunder this Lease or in the Demised Premises, by operation of law or otherwise, or the term use or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Demised Premises by any person, anyone other than Tenant. Any such Transfer by Tenant without the prior Landlord's written consent shall be void and shall constitute a default under this Lease. In the event Landlord consents to any Transfer by Tenant, Landlord shall be entitled to receive fifty percent (50%) of Sublessor all consideration to be paid by the assignee, sublessee or transferee for the use and Prime Lessor; providedenjoyment of Tenant's rights under this Lease in excess of the amounts payable by Tenant hereunder (whether such consideration is paid in a lump-sum, howeverby multiple payments, Sublessor’s consent or as additional rent or rent premiums, or otherwise), and Tenant shall not be required relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Tenant had been made, unless specifically provided to the contrary in Landlord's prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Tenant. In the event Landlord consents to a Transfer by Tenant, any right which may at the time have been granted to Tenant to extend the Lease Term shall automatically terminate and be of no further force or effect unless otherwise agreed to by Landlord in writing. Tenant covenants and agrees to pay to Landlord, within 10 days after demand by Landlord, the reasonable costs and expenses of Landlord in connection with an assignment any request by Tenant for consent to a Transfer by Tenant, including reasonable attorneys' fees, whether or sublease pursuant to Article 16(B) of the Prime Lease). Neither the not consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or Landlord is given to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied Transfer by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidTenant.

No Assignment or Subletting. Sublessee Sublessee, for itself, its successors and assigns, expressly covenants that it shall not assign, sellmortgage or encumber this Agreement, mortgagenot sublet, pledge nor suffer or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet permit the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises thereof to be used by any personothers, without the prior written consent of Sublessor and Prime Initials: Sublessee: WLW Sublessor: PS Lessor; provided: ________ in each instance, however, Sublessor’s which consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Subleaseunreasonably withheld. If this Agreement of Sublease is be assigned, or if the Subleased Premises or any part thereof is underlet be sublet or occupied by any person person, firm or entity corporation other than the Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periodsSublessee, collect rent from the assignee, undertenant sub-tenant or occupant, occupant and apply the net amount collected to the rents payable by Sublessee hereunderBase Rent and additional rent, but no such assignment, underlettingsubletting, occupancy occupancy, or collection shall be deemed a waiver of the provisions hereof, this covenant or the acceptance of the assignee, undertenant subtenant, or occupant as a tenant, or a release of Sublessee from the further future performance by Sublessee it of the covenants hereunder to be performed on the part of it herein contained. Notwithstanding the foregoing provisions of this Section 16, an assignment of more than 50% of the outstanding equity interests of Sublessee. Any attempted , either as a result of the issuance of additional shares of stock by Sublessee or an assignment or subletting without of stock by the prior written then existing shareholders of Sublessee, shall not require the consent of Sublessor and Prime Lessor shall be voidas long as, immediately following such issuance or assignment, Xxxxxxx X. Xxxxxx remains as chief executive officer of Sublessee.

No Assignment or Subletting. Sublessee (a) Tenant covenants and agrees not to make or permit a Transfer by Tenant, as hereinafter defined, without Landlord’s prior written consent which consent shall not assignbe unreasonably withheld or delayed or conditioned. A “Transfer” by Tenant shall include an assignment of this Lease, sella sublease of all or any part of the Demised Premises or any assignment, sublease, transfer, mortgage, pledge or in any manner transfer this Sublease encumbrance of all or any part of the Demised Premises or of Tenant’s interest hereinunder this Lease or in the Demised Premises by operation of law or otherwise, or the term use or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Demised Premises by any person, anyone other than Tenant. Any such Transfer by Tenant without the prior Landlord’s written consent of Sublessor shall be void and Prime Lessor; providedshall constitute a Default by Tenant under this Lease. If Landlord consents to any Transfer by Tenant, however, Sublessor’s consent Tenant shall not be required relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally, and as a principal, not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Tenant had been made unless specifically provided to the contrary in connection with an assignment or sublease pursuant Landlord’s prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to Article 16(B) be a waiver by Landlord of the Prime Lease). Neither the consent provisions of Sublessor this Section or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part other provision of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein this Lease and any other person(s) who at any time was or were Sublessee consent by Landlord to a Transfer by Tenant shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall not be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance consent to any subsequent Transfer by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidTenant.

No Assignment or Subletting. Sublessee shall Tenant may not assign, sell, mortgage, pledge or in do any manner transfer of the following without Xxxxxxxx's written consent: (a) assign this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or Lease; (b) sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by Unit; or (c) permit any person, without other person to use the prior written consent Unit except as a temporary guest. Tenant is responsible for payment of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with an assignment or sublease pursuant to Article 16(B) rent for the entire term of the Prime Lease. In the event that Xxxxxx wishes to vacate the Unit prior to end of the Term, they are responsible for finding a replacement Tenant that is satisfactory to Landlord, for the remainder of the Lease. If Xxxxxx notifies Landlord that they wish to find a suitable replacement, Xxxxxxxx will assist in locating said replacement. An administrative and document preparation fee of $150 will be charged for each Lease modification or amendment. In addition, any other costs incurred relating to the transfer including advertising, realtor commissions, and legal fees, are the sole responsibility of Tenant. If Landlord obtains a new tenant, Tenant shall pay Landlord $300 for leasing services. In the event that one or more of the multiple Tenants wishes to leave mid-Term in a Lease and suitable replacement Tenant has been identified, the responsibilities of the various parties are as follows. In order to retrieve from Landlord the portion of the security deposit which is due to him, Xxxxxx leaving must satisfy all the conditions that they would at the end of the Lease including, but not limited to: (i) removal all of their personal property and trash from the Unit; (ii) leaving their portion of the Unit tidy and brush clean; and (iii) re-imburse the remaining Tenant(s) for their portion of the cost of the utilities. The remaining Tenant(s) must verify that the departing Tenant has fully complied with items 5 (i), (ii), and (iii) above otherwise these items become the sole responsibility of the remaining Tenant(s). Neither The incoming Tenant must: (i) review the consent of Sublessor or Prime Lessor Lease and agree to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee bound by all of the requirement condition there of; (ii) sign a letter of obtaining intent or a revised Lease as directed by Xxxxxxxx; and (iii) pay to Landlord the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part incoming Tenant’s portion of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidSecurity Deposit.

No Assignment or Subletting. Sublessee Tenant covenants and agrees not to make or permit a Transfer by Tenant, as hereinafter defined, without Landlord’s prior written consent not unreasonably withheld. A Transfer by Tenant shall not assigninclude, sellexcept as provided below, an assignment of this Lease or any assignment, sublease, transfer, mortgage, pledge or in any manner transfer this Sublease encumbrance of all or any part of Tenant’s interest hereinunder this Lease or in the Demised Premises, by operation of law or otherwise, or the term use or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Demised Premises by any personanyone other than Tenant, without except that a Transfer shall not include a sublease of 25% or less (individually, or in an aggregate) of the Demised Premises and shall not require Landlord’s prior written consent so long as Tenant promptly provides Landlord with a copy of Sublessor any such sublease. Any such Transfer by Tenant without Landlord’s written consent shall be void and Prime Lessor; providedshall constitute a default under this Lease. In the event Landlord consents to any Transfer by Tenant, however, Sublessor’s consent Tenant shall not be required relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Tenant had been made, unless specifically provided to the contrary in Landlord’s prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Tenant. In the event Landlord consents to a Transfer by Tenant, any option to renew this lease or right to extend the Lease Term shall automatically terminate unless otherwise agreed in writing by Landlord. Tenant covenants and agrees to pay to Landlord, within ten (10) days after demand by Landlord, the reasonable costs and expenses of Landlord in connection with an assignment any request by Tenant for consent to a Transfer by Tenant, including reasonable attorneys’ fees, whether or sublease pursuant to Article 16(B) of the Prime Lease). Neither the not consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or Landlord is given to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied Transfer by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidTenant.

No Assignment or Subletting. Sublessee Subject to the further provisions of this Article 10, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, sellmortgage or encumber this lease, mortgagenor sublet, pledge or in any manner transfer this Sublease or any interest hereinnor suffer, or nor permit the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Demised Premises or any part thereof, thereof to be used or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises occupied by any personothers, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required Landlord in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Subleaseeach instance. If this Sublease lease is assigned, or if the Subleased Demised Premises or any part thereof is underlet are sublet or occupied by any person or entity other than SublesseeTenant, Sublessor Landlord may, after default by Sublessee beyond any applicable notice and cure periodsTenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunderrent herein reserved, but no assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Sublessee Tenant from the further performance by Sublessee Tenant of the covenants hereunder to be performed on the part of SublesseeTenant herein contained. Any attempted The consent by Landlord to an assignment, subletting, occupancy or use shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting subletting, occupancy or use. 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 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. The listing of Sublessor and Prime Lessor any name other than that of Tenant, if agreed to by Landlord, whether on the doors of the Demised Premises or on any elevator or the Building directory, if any, or otherwise, shall not operate to vest any right or interest in this lease or in the Demised Premises, nor shall it be voiddeemed to be the consent of Landlord to any assignment or transfer of this lease or to any sublease of the Demised Premises or to the use or occupancy thereof by others.

No Assignment or Subletting. Sublessee Tenant shall not assignsublet, sellpledge, mortgage, pledge encumber or in any manner transfer --------------------------- assign this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, Lease without the prior written consent of Sublessor and Prime Lessor; providedLandlord on each occasion, however, Sublessor’s which consent shall not be required in connection with an unreasonably withheld or delayed; any sublet, pledge, encumbrance or assignment without Landlord's consent shall be null and void. For a period of thirty days following receipt by Landlord of a request for the written consent to a subletting or sublease pursuant assignment, Landlord shall have the right, exercisable by sending written notice to Article 16(B) Tenant, to sublet or assign the same area to another at the lesser of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references Base Rent stated in this Sublease to assigneesLease or the rate proposed in Tenant's sublet; upon Landlord's exercise of such right, subtenants, concessionaires or licensees, Tenant shall in any way be construed to relieve Sublessee relieved of further liability arising under the Lease after the commencement date of the requirement of obtaining substitute tenant's term. In the consent of Sublessor and Prime Lessor to any further assignment event Landlord waives its right or subletting lets thirty days pass, Tenant may sublet or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without assign such space upon the prior written consent of Sublessor and Prime Lessor Landlord. Landlord's consent shall be voiddeemed reasonably withheld if, without limitation, (i) the proposed assignment, sublease or other transfer would be for the conduct of a business which is not in keeping with the quality standards for tenants of the Building, or (ii) Tenant's proposed assignee, sublessee or other transferee is not, in Landlord's reasonable judgment, financially creditworthy, or (iii) Tenant is in default under this Lease, or (iv) Tenant's proposed assignee, sublessee or other transferee has failed or refused to agree to perform and observe all the terms, provisions, conditions and covenants of this Lease, or (v) Tenant's proposed assignee, sublessee or other transferee would burden the common areas and facilities to a greater extent than does Tenant or would require more or additional services, or ( vi) use by the proposed assignee, sublessee or other transferee would require structural changes to the Building or the Premises, or (vii) Tenant's proposed assignee, sublessee or other transferee is a governmental agency.

No Assignment or Subletting. Sublessee shall As used in this Lease "Subletting" includes transactions creating or resulting in one or more subleases, tenancies-at-will, licenses, concessions, or other occupancy arrangements. The instrument evidencing the Subletting is referred to herein as the "Sublease". Except as permitted in Section 5.1.8.8 below, Tenant covenants not assignto engage in, sellor permit the assignment, transfer, mortgage, alienation, or pledge or in any manner transfer (collectively "Assignment") of this Sublease Lease or any interest hereintherein, nor engage in, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or permit any part thereof, or grant any concession or license or otherwise permit occupancy Subletting of all or any part of the Subleased Premises Premises, nor suffer any of the foregoing to occur, without Landlord's prior written approval in each instance. Landlord agrees that, subject to the provisions of this Section 5.1.8, including satisfaction of the conditions set forth in Section 5.1.8.5, and subject to Landlord's rights under §5.1.8.2 below, Landlord will not unreasonably withhold or delay its consent to a Subletting or Assignment. Notwithstanding anything contained herein to the contrary, Landlord shall not be deemed to have acted unreasonably in its election not to consent to any such action on the part of Tenant because (i) an Event of Default shall have occurred and be continuing under this Lease or Tenant shall otherwise be in default in the performance of the terms, covenants or conditions contained in this Lease, (ii) the proposed assignee or sublessee (the "Proposed Tenant") shall be an existing tenant or occupant of the Complex, (iii) such assignment or subletting shall cause Landlord to be in breach of any "exclusive use" or similar provision contained in any other lease for space in the Complex, (iv) in the reasonable judgment of Landlord, the Proposed Tenant is of a character or is engaged in a business which would be deleterious to the reputation of the Complex, or the Proposed Tenant is not sufficiently financially responsible to perform its obligations under any such Assignment or Subletting, or the Proposed Tenant or any of its partners, members, shareholders, employees or affiliates, or the business conducted by any personof them, without could pose a security risk for the prior written consent Complex and/or its occupants, (v) the Proposed Tenant is a Governmental Authority; (vi) the portion of Sublessor the Premises which Tenant proposes to Sublease including the means of ingress and Prime Lessoregress thereto and the proposed use thereof, and the remaining portion of the Premises will violate any Legal Requirement, (vii) the Proposed Tenant is a party with whom Landlord is then negotiating a lease for space in the Complex; provided, however, Sublessor’s that the foregoing are merely examples of the reasons for which Landlord may reasonably not consent to any such actions by Tenant and shall not be required in connection with an assignment deemed exclusive of any reason for reasonably making such election, whether similar or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or dissimilar to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidforegoing examples.

No Assignment or Subletting. Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, entity or any Competitor (as defined in Section 14.2 of the Prime Lease) of Prime Lessor, without the prior written consent of Sublessor, which shall not be unreasonably withheld or delayed and, if and to the extent required under the terms of the Master Lease or the Prime Lease, the consent of Prime Lessor and Master Lessor. Notwithstanding anything to the contrary in this Sublease, the consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required for any sublease of the Subleased Premises or any assignment of this Sublease to any entity controlled by, under common control with, or which controls Sublessee for so long as such entity is controlled by, under common control with, or controls Sublessee, or in connection with an assignment any merger of Sublessee with any other entity (provided the surviving entity has at least the net worth of Sublessee immediately prior to the merger) or sublease pursuant to Article 16(B) the sale of substantially all of the Prime Lease)assets of Sublessee located in the Subleased Premise. Neither the consent of Sublessor Sublessor, Prime Lessor or Prime Master Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor Sublessor, Prime Lessor and Prime Master Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond following the lapse of any applicable notice and cure periodsperiod, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of SublesseeSublessee (except to the extent such amounts are so applied). Any attempted assignment or subletting without the prior written consent of Sublessor and Sublessor, Prime Lessor and Master Lessor, to the extent required, shall be void.

No Assignment or Subletting. Sublessee Subtenant, for itself, its successors and assigns, expressly covenants that it shall not assign, sellmortgage or encumber this Agreement, mortgagenor sublet, pledge nor suffer or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet permit the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises thereof to be used by any personothers, without the prior written consent of Sublessor Sublandlord and Prime Lessor; provided, however, Sublessor’s consent shall not be required the Landlord in connection with an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Subleaseeach instance. If this Sublease Agreement is assigned, or if the Subleased Premises or any part thereof is underlet sublet or occupied by any person person, firm or entity corporation other than SublesseeSubtenant, Sublessor with the consent of Sublandlord and the Landlord, Sublandlord may, after default by Sublessee beyond any applicable notice and cure periodsSubtenant, collect rent from the assignee, undertenant subtenant or occupant, occupant and apply the net amount collected to the rents payable by Sublessee hereunderrent and additional rent, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of the provisions hereof, this covenant or the acceptance of the assignee, undertenant subtenant or occupant as tenant, or a release of Sublessee Subtenant from the further future performance by Sublessee it of the covenants hereunder to be performed on the part of Sublesseeit herein contained. Any attempted The consent by Sublandlord and the Landlord to an assignment or a subletting without shall not in any way be construed to relieve Subtenant from obtaining the prior written express consent in writing of Sublessor and Prime Lessor Sublandlord to any further assignment or subletting. If Sublandlord is required to pay Landlord any sum in connection with any requested consent, subtenant shall be voidresponsible for paying such sum on behalf of Sublandlord. Nothing in this Section shall be deemed to limit any of the restrictions set forth in Section 15 of the Prime Lease, but shall be deemed to be restrictions in addition to those set forth in the Prime Lease.

No Assignment or Subletting. Sublessee 10.01 Tenant shall not assign, sell, mortgage, pledge or in any manner transfer encumber this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunderLease, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all whole or any part of the Subleased Premises by any personPremises, without on each occasion first obtaining the prior written consent of Sublessor Landlord, which consent shall not be unreasonably withheld. Xxxxxxxx’s failure to respond within thirty (30) days of Xxxxxx’s request shall be deemed a consent to Xxxxxx’s request. Notwithstanding the foregoing, no consent shall be required for an assignment or sublease by Tenant to (a) any person or entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”); (b) a merger where Tenant is the surviving entity; (c) in connection with Tenant’s sale of substantially all of the assets of the business, and Prime Lessor; providedsale of merchandise and equipment, howeverconducted by it at the Premises, Sublessoror (d) any corporation or entity which shall acquire all or substantially all of the stock or all or substantially all of the assets of Tenant as a result of a consolidation, merger or sale. Tenant shall provide notice of such transfer to Landlord at least 15 days prior to the effective date, subject to any confidentiality requirements, and in the case of an assignment or sublease, shall deliver to Landlord certificates of insurance evidencing compliance with the insurance requirements of Tenant under this Lease. In the event of any assignment of this Lease made with or without Landlord’s consent, Tenant shall, nevertheless, remain liable for the performance of all of the terms, conditions and covenants of this Lease and prior to any assignment that requires Xxxxxxxx’s consent being effective, any assignee shall execute and deliver to Landlord an assumption of liability agreement in form reasonably satisfactory to Landlord, including an assumption by the assignee of all of the obligations of Tenant and the assignee’s ratification of and agreement to be bound by all the provisions of this Lease, including any warrants of attorney to confess judgment, if any. Any assignment or subletting requiring, but made without Landlord’s consent, shall be void and of no effect at Landlord’s option. If Tenant shall request the consent of Landlord to any assignment of this Lease, or subletting of all or part of the Premises, Tenant shall pay and deliver to Landlord as Additional Rent, a fee of Two Thousand Dollars ($2,000.00) representing Landlord’s costs related thereto including Landlord’s reasonable attorney’s fees, prior to Landlord being required to deliver any consent or rejection. Without limitation, Tenant agrees that Xxxxxxxx’s consent shall not be required in connection with considered unreasonably withheld if (i) the proposed transferee is an assignment existing tenant of Landlord or sublease pursuant to Article 16(Ban affiliate of Landlord, (ii) the business or business reputation of the Prime Lease). Neither the consent of Sublessor proposed transferee or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee creditworthiness of the requirement proposed transferee is reasonably unacceptable to Landlord, (iii) Landlord or an affiliate of obtaining Landlord has comparable space available for lease by the consent of Sublessor and Prime Lessor to any further assignment proposed transferee or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s(iv) who at any time was or were Sublessee shall remain fully liable Tenant is then in default under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, Lease after default by Sublessee beyond any applicable and required notice and cure periods, collect rent or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. Xxxxxxxx’s acceptance of Rent from the assignee, undertenant any person or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection entity shall not be deemed to be a waiver by Landlord of the provisions hereof, the acceptance any provision of the assignee, undertenant this Lease or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on a consent to any Transfer. In no event shall Tenant be permitted to assign this Lease or sublet the part Premises primarily for the storage of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidHazardous Materials.

No Assignment or Subletting. Sublessee shall As used in this Lease "SUBLETTING" includes transactions creating or resulting in one or more subleases, tenancies-at-will, licenses, concessions, or other occupancy arrangements. The instrument evidencing the Subletting is referred to herein as the "SUBLEASE". Except as permitted in Section 5.1.8.8 below, Tenant covenants not assignto engage in, sellor permit the assignment, transfer, mortgage, alienation, or pledge or in any manner transfer (collectively "ASSIGNMENT") of this Sublease Lease or any interest hereintherein, nor engage in, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or permit any part thereof, or grant any concession or license or otherwise permit occupancy Subletting of all or any part of the Subleased Premises Premises, nor suffer any of the foregoing to occur, without Landlord's prior written approval in each instance. Landlord agrees that, subject to the provisions of this Section 5.1.8, including satisfaction of the conditions set forth in Section 5.1.8.5, and subject to Landlord's rights under Section 5.1.8.2 below, Landlord will not unreasonably withhold or delay its consent to a Subletting or Assignment and shall notify Tenant in writing of its consent or refusal to consent within eleven business days of receipt of Tenant's written notice to assign or sublet, such notice shall identify (i) the space to be sublet, (ii) the period of the sublet, and (iii) financial information for the proposed subtenant in form satisfactory to Landlord. Notwithstanding anything contained herein to the contrary, Landlord shall not be deemed to have acted unreasonably in its election not to consent to any such action on the part of Tenant because (i) an Event of Default shall have occurred and be continuing under this Lease or Tenant shall otherwise be in default in the performance of the terms, covenants or conditions contained in this Lease, (ii) the proposed assignee or sublessee (the "PROPOSED TENANT") shall be an existing tenant or occupant of the Complex, (iii) such assignment or subletting shall cause Landlord to be in breach of any "exclusive use" or similar provision contained as of the Lease Commencement Date in any other lease for space in the Complex, (iv) in the reasonable judgment of Landlord, (x) the Proposed Tenant is of a character or is engaged in a business that would be deleterious to the reputation of the Complex, or (y) the Proposed Tenant is not sufficiently financially responsible to perform its obligations under any such Assignment or Subletting, except that the foregoing shall not be a condition to the approval of a Subletting for five percent or less of the total rentable square feet of the then current Premises, and for a term of five years or less, and, or (z) the Proposed Tenant or any of its partners, members, shareholders, employees or affiliates, or the business conducted by any personof them, without could pose a security risk for the prior written consent Complex and/or its occupants, (v) the Proposed Tenant is a Governmental Authority; (vi) the portion of Sublessor the Premises which Tenant proposes to Sublease including the means of ingress and Prime Lessoregress thereto and the proposed use thereof, and the remaining portion of the Premises will violate any Legal Requirement, and (vii) the Proposed Tenant is a party with whom Landlord is then negotiating a lease for space in the Complex; provided, however, Sublessor’s that the foregoing are merely examples of the reasons for which Landlord may reasonably not consent to any such actions by Tenant and shall not be required in connection with an assignment deemed exclusive of any reason for reasonably making such election, whether similar or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or dissimilar to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidforegoing examples.

No Assignment or Subletting. (a) Sublessee shall not assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest hereinin this Sublease, or the term Term or estate granted hereby or the rentals hereunderunder this Sublease, or sublet the Subleased Premises or any part thereofof the Subleased Premises, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, or take any action or undertake any Transfer or other transaction, without in each and every instance (and regardless of whether the Prime Lessor’s consent is required) obtaining the prior written consent of Sublessor, which Sublessor and agrees not to unreasonably withhold, delay or condition. In addition, if such transaction would require the consent of Prime Lessor; providedLessor under Article 29 of the Prime Lease, however, Sublessor’s consent then Sublessee shall not also be required to obtain the prior written consent of Prime Lessor in connection accordance with an assignment or sublease pursuant to Article 16(B29 of the Prime Lease. For the avoidance of doubt, and without limiting the applicability of any other provision of the Prime Lease, the provisions of Section 29.4(f) of the Prime Lease)Lease will apply to any transfer by Sublessee hereunder. Neither the consent of Sublessor or Prime Lessor to an any Transfer, assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenantsSublessees, concessionaires or licensees, shall in any way be construed to relieve Sublessee or any assignee or sub-sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was such assignee, Sublessee or were sub-Sublessee shall remain fully liable under this Sublease. If Sublease agreeing to be bound by the provisions of this Sublease is assigned, or if and the Subleased Premises or Prime Lease as to any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no further assignment, underletting, occupancy subleasing or collection shall be deemed a waiver of other arrangement for which consent is required under this Sublease and the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidLease.

No Assignment or Subletting. Sublessee TENANT MAY ASSIGN THE LEASE IN ITS ENTIRETY OR MAY SUBLEASE ALL OR ANY PORTION OF THE PREMISES WITHOUT LANDLORD'S CONSENT TO (A) ANY ENTITY RESULTING FROM A MERGER OR CONSOLIDATION WITH TENANT; (B) ANY ENTITY SUCCEEDING TO THE BUSINESS AND ASSETS OF TENANT; OR (C) ANY SUBSIDIARY OR AFFILIATE OF TENANT SO LONG AS THE FINANCIAL STRENGTH OF THE RESULTING TENANT OR SUBTENANT IS EQUAL TO OR GREATER THAN THAT OF TENANT AND THE RESULTING TENANT'S OR SUBTENANT'S USE DOES NOT CONFLICT WITH LOCAL ORDINANCES OR PRIVATE COVENANTS APPLICABLE TO THE BUILDING. WITH THE EXCEPTION OF THE FOREGOING,Tenant may not assign or encumber this Lease or its interest in the Premises arising under this Lease, and may not sublet any part or all of the Premises without the written consent of Landlord first had and obtained. Any assignment or sublease to which Landlord may consent (one consent not being any basis that Landlord should grant any further consent) shall not assignrelieve Tenant of any or all of its obligations hereunder. For the purpose of the Section 8.17, sellthe word "assignment" shall be defined and deemed to include the following: (i) if Tenant is a partnership, mortgagethe withdrawal or change, pledge whether voluntary, involuntary or in any manner transfer this Sublease by operation of law of partners owning thirty percent (30%) or any interest hereinmore of the partnership, or the term dissolution of the partnership; (ii) if Tenant consists of more than one person, an assignment, whether voluntary, involuntary, or estate granted hereby by operation of law, by one person to one of the other persons that is a Tenant; (iii) if Tenant is a corporation, any dissolution or reorganization of Tenant, or the rentals hereundersale or other transfer of a controlling percentage (hereafter defined) of capital stock of Tenant other than to an affiliate or subsidiary or the sale of fifty-one percent (51%) in value of the assets of Tenant; (iv) if Tenant is a Limited Liability Company, the change of members whose interest in the Company is 50% or more. The phrase "controlling percentage" means the ownership of, and the right to vote, stock possessing at least fifty-one percent (51%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors, or sublet such lesser percentage as is required to provide actual control over the Subleased affairs of the corporation. Acceptance of Rent by Landlord after any non-permitted assignment shall not constitute approval thereof by Landlord. Notwithstanding the foregoing provisions of this Section 8.17, Tenant may assign or sublease part or all of the Premises without Landlord's consent to: (i) any corporation or any part thereofpartnership that controls, is controlled by, or grant is under common control with, Tenant; or (ii) any concession corporation resulting from the merger or license consolidation with Tenant or otherwise permit occupancy to any entity that acquires all of all or any part Tenant's assets as a going concern of the Subleased Premises by any personbusiness that is being conducted on the Premises, without as long as the assignee or sublessee is a bona fide entity and assumes the obligations of Tenant, and continues the same use as permitted under Section 8.1. However, Landlord must be given prior written notice of any such assignment or subletting, and failure to do so shall be a default hereunder. Landlord will never consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with to an assignment or sublease pursuant to Article 16(B) that might result in a use that conflicts with the rights of the Prime Lease)an existing tenant. Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in In no event shall this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way Lease be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making assignable by operation of any further assignmentlaw, sublettingand Tenant's rights hereunder may not become, concession and shall not be listed by Tenant as an asset under any bankruptcy, insolvency or license for all reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord, and Tenant acknowledges that Landlord's title is paramount, and that it can do nothing to affect or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Subleaseimpair Landlord's title. If this Sublease is assigned, Lease shall be assigned or if the Subleased Premises or any part portion thereof is underlet or occupied sublet by any person or entity other than SublesseeTenant at a rental that exceeds the rentals to be paid to Landlord hereunder, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected attributable to the rents payable by Sublessee hereunderPremises or portion thereof so assigned or sublet, but no assignment, underletting, occupancy or collection then any such excess shall be deemed a waiver of the provisions hereofpaid over to Landlord by Tenant. LANDLORD ACKNOWLEDGES THAT THE CURRENT SUBTENANCY OF BOSCH TELECOM, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of SublesseeINC. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidIN APPROXIMATELY 20,000 SQUARE FEET OF THE PREMISES IS APPROVED.

No Assignment or Subletting. Sublessee Subject to the remaining subsections of this Article, Tenant shall not, without prior written consent of Landlord, such consent not assignto be unreasonably withheld, sellconditioned or delayed, mortgage(i) assign this Lease, pledge or in any manner transfer this Sublease or any interest herein, or the term or estate granted hereby or the rentals hereunder, or (ii) sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises Rental Space, (iii) permit any other person or business to use the Rental Space or (iv) by operation of law, merger, or otherwise, assign, mortgage, pledge or encumber in any personmanner by reason of any act or omission on the part of Tenant, without this Lease, or the prior written consent term and estate herby granted, sublet or license the whole or any part of Sublessor the Rental Space or permit the Rental Space or any part thereof to be used or occupied by others. Notwithstanding anything to the contrary contained in the Lease if Tenant is a corporation, limited liability company, partnership or other entity, and Prime Lessor; providedif any time during the term of this Lease (as same may be extended), howeverthe person or persons who, Sublessoron the date of this Lease, own or owns a majority of such corporation’s voting shares, membership, partnership or other interests, as the case may be, cease or ceases to own a majority of such shares or interests as the case may be (whether such sale occurs at one time or at intervals so that, in the aggregate such a transfer shall have occurred), same shall be deemed an assignment requiring Landlord’s consent shall not be required in connection with an assignment hereunder. If at any time or sublease pursuant from time to Article 16(B) time during the term of the Prime Lease). Neither the consent of Sublessor this Lease Tenant desires to assign this Lease or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making of any further assignment, subletting, concession or license for sublet all or any part of the Subleased PremisesRental Space, Tenant shall give notice to Landlord or such desire, including the name, address and contact party for the proposed assignee or subtenant, a general description of such party’s business, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a draft floor plan depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire but its terms on or prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Notwithstanding Landlord by notice given to Tenant within ten (10) days next following Landlord’s receipt of Tenant’s notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), either grant or deny Landlord’s consent to the proposed subletting or assignment. For purposes of this Article, it shall not be deemed unreasonable for Landlord to withhold its consent to any request by Tenant for consent of Landlord to any assignment or subletting, if: (i) the proposed assignee or sublessee or resulting tenant shall have a net worth which is less than $10,000,000.00 at the time of the applicable assignment, deemed assignment, or sublease, or (ii) the posed assignee or sublessee or resulting tenant, is not reputable or is of bad character, or (iii) the nature of such assignee’s sublessee’s or resulting tenant’s proposed business operation would not be consistent with the “Use of Rental Space” specified herein. In addition, and without limiting the foregoing, Landlord shall consent to any request by Tenant to assign this Lease (including, without limitation, any deemed assignment of this Lease by operation of law or otherwise) in connection with any merger, reorganization, recapitalization, or acquisition (including by way of sale of assets, stock or other equity interests) of Tenant or any holder of a direct or indirect interest in Tenant if: (i) the proposed assignee or sublessee or resulting tenant shall have a net worth which is at least $10,000,00000 at the time of the applicable assignment, deemed assignment, or sublease; (ii) the proposed assignee or sublessee or resulting tenant, is not disreputable or of bad character; and (iii) the nature of such assignee’s, sublessees or resulting tenant’s proposed business operation would be consistent with the “Use of Rental Space” specified herein. Landlord agrees that Landlord’s consent hereunder shall be deemed given if, within ten (10) days of receipt of Tenant’s written notice of such proposed assignment, accompanied by the required information and stating therein that Landlord’s consent shall be deemed given if no written response is given to Tenant by the date specified therein, Landlord does not provide Tenant with a written objection specifying which of the conditions set forth in the preceding sentence have not been met and detailing the basis for each such objection. Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease shall be divided evenly between Landlord and Tenant, with Landlords portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. The acceptance of rental by Landlord from any ether person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, but no assignment, underletting, occupancy or collection shall not be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant consent to arty subsequent assignment or occupant as tenant, or a release of Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublesseesubletting. Any attempted In connection with each proposed assignment or subletting without of the prior written consent Rental Space by Tenant, Tenant shall pay to Landlord an administrative fee of Sublessor and Prime Lessor shall be void$1,500 per request.

No Assignment or Subletting. Sublessee Tenant may not assign or encumber this Lease or its interest in the Premises arising under this Lease, and may not sublet any part or all of the Premises without the written consent of Landlord first had and obtained. Tenant shall pay all reasonable out-of-pocket costs and expenses incurred by Landlord in connection with assignments or sublease transactions, including Landlord'’ attorney fees. Any assignment or sublease to which Landlord may consent (one consent not being any basis that Landlord should grant any further consent) shall not assignrelieve Tenant of any or all of its obligations hereunder. For the purpose of the Section 8.17, sellthe work "assignment" shall be defined and deemed to include the following: (i) if Tenant is a partnership, mortgagethe withdrawal or change, pledge whether voluntary, involuntary or in any manner transfer this Sublease by operation of law of partners owning thirty percent (30%) or any interest hereinmore of the partnership, or the term dissolution of the partnership; (ii) if Tenant consists of more than one person, an assignment, whether voluntary, involuntary, or estate granted hereby by operation of law, by one person to one of the other persons that is a Tenant; (iii) if Tenant is a corporation, any dissolution or reorganization of Tenant, or the rentals hereundersale or other transfer of a controlling percentage (hereafter defined) of capital stock of Tenant other than to an affiliate or subsidiary or the sale of fifty-one percent (51%) in value of the assets of Tenant; (iv) if Tenant is a Limited Liability Company, the change of members whose interest in the Company is 50% or more. The phrase "controlling percentage" means the ownership of, and the right to vote, stock possessing at least fifty-one percent (51%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors, or sublet such lesser percentage as is required to provide actual control over the Subleased affairs of the corporation. Acceptance of Rent by Landlord after any non-permitted assignment shall not constitute approval thereof by Landlord. Notwithstanding the foregoing provisions of this Section 8.17, Tenant may assign or sublease part or all of the Premises without Landlord's consent to: (i) any corporation or any part thereofpartnership that controls, is controlled by, or grant is under common control with, Tenant; or (ii) any concession corporation resulting from the merger or license consolidation with Tenant or otherwise permit occupancy to any entity that acquires all of all or any part Tenant's assets as a going concern of the Subleased Premises by any personbusiness that is being conducted on the Premises, without as long as the assignee or sublessee is a bona fide entity and assumes the obligations of Tenant, and continues the same use as permitted under Section 8.1. However, Landlord must be given prior written notice of any such assignment or subletting, and failure to do so shall be a default hereunder. Landlord will never consent of Sublessor and Prime Lessor; provided, however, Sublessor’s consent shall not be required in connection with to an assignment or sublease pursuant to Article 16(B) that might result in a use that conflicts with the rights of the Prime Lease)an existing tenant. Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in In no event shall this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way Lease be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment or subletting or to the making assignable by operation of any further assignmentlaw, sublettingand Tenant's rights hereunder may not become, concession and shall not be listed by Tenant as an asset under any bankruptcy, insolvency or license for all reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord, and Tenant acknowledges that Landlord's title is paramount, and that it can do nothing to affect or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Subleaseimpair Landlord's title. If this Sublease is assigned, Lease shall be assigned or if the Subleased Premises or any part portion thereof is underlet or occupied sublet by any person or entity other than SublesseeTenant at a rental that exceeds the rentals to be paid to Landlord hereunder, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected attributable to the rents payable by Sublessee hereunderPremises or portion thereof so assigned or sublet, but no assignment, underletting, occupancy or collection then any such excess shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Sublessee from the further performance paid over to Landlord by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidTenant.

No Assignment or Subletting. Sublessee shall 6.1 Subtenant may not assign, sell, mortgage, pledge or in any manner transfer assign this Sublease or sublet any interest herein, or the term or estate granted hereby or the rentals hereunder, or sublet the Subleased Premises or any part thereof, or grant any concession or license or otherwise permit occupancy of all or any part portion of the Subleased Premises by any person, without the prior written consent of Sublessor and Prime Lessor; provided, however, Sublessor’s Sublandlord (which consent by Sublandlord shall not be required in connection unreasonably withheld or delayed), Landlord and Landlord's mortgagee (to the extent that a mortgage requires mortgagee's consent thereto). Notwithstanding the foregoing, Subtenant shall have the right, without Sublandlord's prior written consent, to assign this Sublease or sublet the Subleased Premises to any trust the beneficial owner of which is the Subtenant, or to any corporation into which or with which Subtenant merges or consolidates and to any parent, subsidiary, or affiliated corporation of Subtenant, provided that the resulting entity from such merger or consolidation shall have a net worth not less than Subtenant's net worth prior to such merger or consolidation, and provided further that any such assignee or sublessee shall deliver to Sublandlord a counterpart original of a document reasonably satisfactory to Sublandlord whereby such assignee or sublessee agrees to assume and perform all of the terms and conditions of this Sublease on Subtenant's part from and after the effective date of such assignment or sublease. No such assignment or subletting shall release Subtenant of its liabilities and obligations hereunder except for an assignment or sublease pursuant to Article 16(B) of the Prime Lease). Neither the consent of Sublessor or Prime Lessor to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires a corporation into which or licensees, shall in any way be construed to relieve Sublessee of the requirement of obtaining the consent of Sublessor and Prime Lessor to any further assignment with which Subtenant merges or subletting or to the making of any further assignment, subletting, concession or license for all or any part of the Subleased Premises. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Sublessee named herein and any other person(s) who at any time was or were Sublessee shall remain fully liable under this Sublease. If this Sublease is assigned, or if the Subleased Premises or any part thereof is underlet or occupied by any person or entity other than Sublessee, Sublessor may, after default by Sublessee beyond any applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rents payable by Sublessee hereunder, 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 Sublessee from the further performance by Sublessee of the covenants hereunder to be performed on the part of Sublessee. Any attempted assignment or subletting without the prior written consent of Sublessor and Prime Lessor shall be voidconsolidates.