Common use of Terms and Conditions Applicable to Assignment and Subletting Clause in Contracts

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any obligations hereunder; or (iii) after the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall notshall: (i) be he effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default Default or Breach. (cC) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Lessee of any of the terms, covenants or conditions of this Lease. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent subletting and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. (d) In the even event of any Default or Breach by of Lessee's obligations under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone any one else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee nonrefundable deposit of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or subleaseRent, whichever is greater, as reasonable consideration for Lessor's considering and processing said requestthe request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. (g) The occurrence of a transaction described in Paragraph 12.1 (c) shall give Lessor the right (but not the obligation) to require that the Security Deposit be increased to an amount equal to six (6) times the then monthly Base Rent, and Lessor may make the actual receipt by Lessor of the amount required to establish such Security Deposit a condition to Lessor's consent to such transaction. (h) Lessor, as a condition to giving its consent to any assignment or subletting, may require that the amount and adjustment structure of the rent payable under this Lease be adjusted to what is then the market value and/or adjustment structure for property similar to the Premises as then constituted. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Landlord will respond to any request for consent to an assignment or sublease within fifteen (15) days following receipt of such request. If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, or the withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 12 OF LEASE—FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord falls to deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such five (5) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. Regardless of Lessor's Landlord’s consent, any assignment or subletting shall not: not (i) be effective without the express written assumption by such assignee or sublessee subtenant of the obligations of Lessee Tenant under this Lease; , (ii) release Lessee Tenant of any obligations hereunder; or , nor (iii) after alter the primary liability of Lessee Tenant for the payment of Base Rent and other sums due Landlord hereunder or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations Tenant under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of LessorXxxxxx's consent, any no assignment or subletting shall not: (i) be effective without the express written assumption by such assignee release Xxxxxx of Xxxxxx's obligations hereunder or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any obligations hereunder; or (iii) after alter the primary liability of Lessee for to pay the payment rent and other sums due Lessor hereunder including Xxxxxx's Share of Rent or for the performance of any Operating Expense Increase, and to perform all other obligations to be performed by LesseeLessee hereunder. (b) Lessor may accept Rent or performance of Lessee's obligation rent from any person other than Lessee pending approval or disapproval of an such assignment. (c) Neither a delay in the approval or disapproval of such assignment or subletting, nor the acceptance of Rent or performance rent, shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the breach of any of the terms or Breachconditions of this paragraph 12 or this Lease. (cd) LessorIf Xxxxxx's obligations under this Lease have been guaranteed by third parties, then an assignment or sublease, and Xxxxxx's consent thereto, shall not be effective unless said guarantors give their written consent to such sublease and the terms thereof. (e) The consent by Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Xxxxxx or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent and such action shall not relieve such persons from liability under this Lease or said sublease; however, such persons shall not be responsible to the extent any such amendment or modification enlarges or increases the obligations of the Lessee or sublessee under this Lease or such sublease. (df) In the even event of any Default or Breach by Lesseedefault under this Lease, Lessor may proceed directly against Lessee, any Guarantors guarantors or anyone any one else responsible for the performance of Lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (eg) Each request for Xxxxxx's written consent to any assignment or subletting of the Premises by Lessee shall not constitute an acknowledgment that no default then exists under this Lease of the obligations to be performed by Lessee nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Lessor at the time. (h) The discovery of the fact that any financial statement relied upon by Xxxxxx in giving its consent to an assignment or subletting shall be in writingwas materially false shall, accompanied by information relevant to at Lessor's determination as to the financial election, render Xxxxxx's said consent null and operational reasonability and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said requestvoid. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.12.4

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's Lassoes consent, any no assignment or subletting shall notshall: (iI) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (iiII) release Lessee of any obligations hereunder; , or (iiilit) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (ea) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's Lessors determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended Intended use and/or required modification of the Premises, if If any, together with a fee of $1,000 or ten percent (10%) % of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's Lessors considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee subleases under, this Lease shall, by reason of accepting such assignment or entering into Into such sublease, be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to In writing. (g) Lessors consent to any assignment or subletting shall not transfer to the assignee or subleases any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing.. (Sae Paragraph 39.2) 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of LesseeXxxxxx's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Xxxxxx of any of the terms, covenants or conditions of this Lease. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Xxxxxx or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. (d) In the even event of any Default or Breach by of Lessee's obligations under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone any one else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee non- refundable deposit of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or subleaseRent, whichever is greater, as reasonable consideration for Lessor's considering and processing said requestthe request for consent. Lessee Xxxxxx agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Xxxxxx. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. (g) The occurrence of a transaction described in Paragraph 12.1(c) shall give Lessor the right (but not the obligation) to require that the Security Deposit be increased to an amount equal to __THREE (3) TIMES__ the then monthly Base Rent, and Lessor may make the actual receipt by Lessor of the amount required to establish such Security Deposit a condition to Lessor's consent to such transaction. (h)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's ’s consent, any no assignment or subletting shall notshall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation ’s obligations from any person other than Lessee pending approval or disapproval of an assignment/sublease. Neither a delay in the approval or disapproval of such assignment assignment/sublease nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's ’s right to exercise its remedies for Lessee's default ’s Default or Breach. (c) Lessor's ’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance perfomrnnce of Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for Lessee may consent to an assignment subsequent assignments of this Lease or subletting shall be in writingamendments or modifications to this Lease with assignees of Lessee, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee ofwithout notifying Lessee, or sublessee underany successor of Lessee, and without obtaining its or their consent thereto and such action shall not relieve Lessee of liability under this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writingLease.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (iI) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Lessee of any of the terms, covenants or conditions of this Lease. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. (d) In the even event of any Default or Breach by of Lessee's obligations under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone any one else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by LessorLessor or Lessee. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee non-refundable deposit of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or subleaseRent, whichever is greater, as reasonable consideration for Lessor's considering and processing said requestproceeding the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. (g) The occurrence of a transaction described in Paragraph 12.1(c) shall give Lessor the right (but not the obligation) to require that the Security Deposit be increased to an amount equal to six (6) times the then monthly Base Rent, and Lessor may make the actual receipt by Lessor of the amount required to establish such Security Deposit a condition to Lessor's consent to such transaction. (h) Lessor, as a condition to giving its consent to any assignment or subletting, may require that the amount and adjustment structure of the rent payable under this Lease be adjusted to what is then the market value and/or adjustment structure for property similar to the Premises as then constituted. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Landlord will respond to any request for consent to an assignment or sublease within fifteen (15) days following receipt of such request. If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, or the withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 12 OF LEASE·— FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord falls to deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such five (5) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. Regardless of Lessor's Landlord’s consent, any assignment or subletting shall not: not (i) be effective without the express written assumption by such assignee or sublessee subtenant of the obligations of Lessee Tenant under this Lease; , (ii) release Lessee Tenant of any obligations hereunder; or , nor (iii) after alter the primary liability of Lessee Tenant for the payment of Base Rent and other sums due Landlord hereunder or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations Tenant under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any Lessee's obligations hereunder; hereunder or (iii) after alter the primary liability of Lessee for to pay the payment rent and other Sums due Lessor hereunder including Lessee's Share of Rent or for the performance of any Operating Expense Increase, and to perform all other obligations to be performed by LesseeLessee hereunder. (b) Lessor may accept Rent or performance of Lessee's obligation rent from any person other than Lessee pending approval or disapproval of an such assignment. (c) Neither a delay in In the approval or disapproval of such assignment or subletting, nor the acceptance of Rent or performance rent, shall constitute a waiver or estoppel of Lessor's right to exercise its Its remedies for the breach of any of the terms or conditions of this paragraph 12 or this Lease. (d) If Lessee's default obligations under this Lease have been guaranteed by third parties, then an assignment or Breach. (c) sublease and Lessor's consent thereto shall not be effective unless said guarantors give their written consent to such sublease and the terms thereof. (e) The consent by Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee, However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent and such action shall not relieve such persons from liability under this Lease or said sublease: however, such persons shall not be responsible to the extent any such amendment or modification enlarges or increases the obligations of the Lessee or sublessee under this Lease or such sublease. (df) In the even event of any Default or Breach by Lesseedefault under this Lease, Lessor may proceed directly against Lessee, any Guarantors guarantors or anyone any one else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublesseeIncluding the sublettee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by LessorLessor or Lessee. (eg) Each request for Lessor's written consent to any assignment or subletting of the Premises by Lessee shall not constitute an acknowledgement that no default then exists under this Lease of the obligations to be performed by Lessee nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Lessor at the time. (h) The discovery of the fact that any financial statement relied upon by Lessor in giving its consent to an assignment or subletting was materially false shall be in writing, accompanied by information relevant to at Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublesseeelection, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for render Lessor's considering said consent null and processing said requestvoid. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.12.4

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of LesseeLxxxxx's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Lxxxxx of any of the terms, covenants or conditions of this Lease. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lxxxxx or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. (d) In the even event of any Default or Breach by of Lessee's obligations under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone any one else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee non- refundable deposit of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or subleaseRent, whichever is greater, as reasonable consideration for Lessor's considering and processing said requestthe request for consent. Lessee Lxxxxx agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Lxxxxx. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. (g) The occurrence of a transaction described in Paragraph 12.1(c) shall give Lessor the right (but not the obligation) to require that the Security Deposit be increased to an amount equal to __THREE (3) TIMES__ the then monthly Base Rent, and Lessor may make the actual receipt by Lessor of the amount required to establish such Security Deposit a condition to Lessor's consent to such transaction. (h)

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any Lessee's obligations hereunder; hereunder or (iii) after the primary liability of Lessee for to pay the payment rent and other sums due Lessor hereunder including Lessee's Share of Rent or for the performance of any Operating Expense increase, and to perform all other obligations to be performed by LesseeLessee hereunder. (b) Lessor may accept Rent or performance of Lessee's obligation rent from any person other than Lessee pending approval or disapproval of an such assignment. (c) Neither a delay in the approval or disapproval of such assignment or subletting, nor the acceptance of Rent or performance rent, shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for the breach of any of the terms or conditions of this paragraph 12 of this Lease. (d) Lessee's default obligations under this Lease have been guaranteed by third parties, than an assignment or Breachsublease, and Lessor,s consent thereto, shall not be effective unless said guarantors give their written consent to such sublease and the terms thereof or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within thirty (30) days. In the event that any provisions of this paragraph 13.1(a) is contrary to any applicable law, such provision shall be of not force or effect. (ce) Lessor's The consent by Lessor to any ny assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessor or to any subsequent or successive assignment or subletting by the sublessee. (d) In the even of any Default or Breach by LesseeHowever, Lessor may proceed directly against Lessee, consent to subsequent sublettings and assignments of the sublease or any Guarantors amendments or modifications thereto without notifying Lessee or anyone else responsible for liable on the performance of Lessee's obligations Lease or sublease and without obtaining their consent and such action shall not relieve such persons from liability under this LeaseLease or said sublease; however, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity such persons shall not be responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee extent any such amendment or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 enlarges or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.increases Initials

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any Lessee's obligations hereunder; or (iii) after hereunder of alter the primary liability of Lessee for to pay the payment rent and other sums due Lessor hereunder including Lessee's Share of Rent or for the performance of any Operating Expenses, and to perform all other obligations to be performed by LesseeLessee hereunder. (b) Lessor may accept Rent or performance of Lessee's obligation rent from any person other than Lessee pending approval or disapproval of an such assignment. (c) Neither a delay in the approval or disapproval of such assignment or subletting nor the acceptance of Rent or performance rent, shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for the breach of any of the terms or conditions of this Section 14 or this Lease. (d) If Lessee's default obligations under this Lease have been guaranteed by third parties, then an assignment or Breach. (c) sublease, and Lessor's consent thereto, shall not be effective unless said guarantors give their written consent to such assignment or sublease and the terms thereof. (e) The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment of subletting by the sublessee. However, Lessor may consent to subsequent subletting and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent and such action shall not relieve such persons from liability under this Lease or said sublease; provided, however, such persons shall not be responsible to the extent any such amendment or modification enlarges or increases the obligations of the Lessee or sublessee under this Lease or such sublease. (df) In the even event of any Default or Breach by Lesseedefault under this Lease, Lessor may proceed directly against Lessee, any Guarantors guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (eg) Each request for Lessor's written consent to an any assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject by Lessee shall not constitute an acknowledgment that no default then exists under this lease of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein obligations to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.nor shall

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any Lessee's obligations hereunder; hereunder or (iii) after alter the primary liability of Lessee for to pay the payment rent and other sums due Lessor hereunder including Lessee's Share of Rent or for the performance of any Operating Expense Increase, and to perform all other obligations to be performed by LesseeLessee hereunder. (b) Lessor may accept Rent or performance of Lessee's obligation rent from any person other than Lessee pending approval or disapproval of an such assignment. (c) Neither a delay in the approval or disapproval of such assignment or subletting, nor the acceptance of Rent or performance rent, shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for the breach of any of the terms or conditions of this paragraph 12 or this Lease. (d) If Lessee's default obligations under this Lease have been guaranteed by third parties, then an assignment or Breach. (c) sublease, and Lessor's consent thereto, shall not be effective unless said guarantors give their written consent to such sublease and the terms hereof. (e) The consent by Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent and such action shall not relieve such persons from liability under this Lease or said sublease; however, such persons shall not be responsible to the extent any such amendment or modification enlarges or increases the obligations of the Lessee or sublessee under this Lease or such sublease. (df) In the even event of any Default or Breach by Lesseedefault under this Lease, Lessor may proceed directly against Lessee, any Guarantors guarantors or anyone any one else responsible for the performance of Lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (eg) Each request for Lessor's written consent to an any assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.by

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of LessorLandlord's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee subtenant of the obligations of Lessee Tenant under this Lease; (ii) release Lessee Tenant of any obligations hereunder; or (iii) after alter the primary liability of Lessee Tenant for the payment of Base Rent and other sums due Landlord hereunder or for the performance of any other obligations to be performed by LesseeTenant under this Lease. (b) Lessor Landlord may accept Rent any rent or performance of LesseeTenant's obligation obligations from any person other than Lessee Tenant pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent any rent or performance shall constitute a waiver or estoppel of LessorLandlord's right to exercise its remedies for Lessee's default the Default or BreachBreach by Tenant of any of the terms, covenants or conditions of this Lease. (c) Lessor's The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Tenant or to any subsequent or successive assignment or subletting by the subtenant. However, Landlord may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Tenant or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. (d) In the even event of any Default or Breach by Lesseeof Tenant's obligations under this Lease, Lessor Landlord may proceed directly against LesseeTenant, any Guarantors or anyone any one else responsible for the performance of Lesseethe Tenant's obligations under this Lease, including any assignee or sublesseethe subtenant, without first exhausting LessorLandlord's remedies against any other person or entity responsible therefore therefor to LessorLandlord, or any security held by LessorLandlord or Tenant. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to LessorLandlord's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublesseesubtenant, including including, but not limited to to, the name, business and financial condition of the proposed assignee or subtenant, financial details of the proposed transfer and the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee subtenant under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Landlord, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee Tenant during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor Landlord has specifically consented to in writing.. (g) The occurrence of a transaction described in paragraph 12.1(c) shall give Landlord the right (but not the obligation) to require that the Security Deposit be increased to an amount equal to six (6) times the then monthly Base Rent, and Landlord may make the actual receipt by Landlord of the amount required to establish such Security Deposit a condition to Landlord's consent to such transaction. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premisespremises, if any, together with a fee of $1,000 or ten percent (10%) exact attorney invoice of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall notshall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; Lease or without such Sublessee acknowledging that its sublease is subject to this Lease (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default assessed Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors Lessee or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublesseeSublessee, without first exhausting Lessor's ' remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.the

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Lessee of any of the terms, covenants or conditions of this Lease. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent subletting and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. (d) In the even event of any Default or Breach by of Lessee's obligations under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone any one else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee nonrefundable deposit of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or subleaseRent, whichever is greater, as reasonable consideration for Lessor's considering and processing said requestthe request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. (g) The occurrence of a transaction described in Paragraph 12.1 (c) shall give Lessor the right (but not the obligation) to require that the Security Deposit be increased to an amount equal to six (6) times the then monthly Base Rent, and Lessor may make the actual receipt by Lessor of the amount required to establish such Security Deposit a condition to Lessor's consent to such transaction. (h) Lessor, as a condition to giving its consent to any assignment or subletting, may require that the amount and adjustment structure of the rent payable under this Lease be adjusted to what is then the market value and/or adjustment structure for property similar to the Premises as then constituted. 12. 3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's ’s consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any obligations hereunder; or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation ’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's ’s right to exercise its remedies for Lessee's default ’s Default or Breach. (c) Lessor's ’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's ’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's ’s remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's ’s determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's ’s considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; Lease (ii) release Lessee of any obligations hereunder; , or (iii) after the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. assignment Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Lessee of any of the terms, covenants or conditions of this Lease. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. (d) In the even of event or any Default or Breach by of Lessee, 's obligations under this Lease. Lessor may proceed directly against Lessee, any Guarantors or anyone any one else responsible for the performance of Lesseethe lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee non-refundable deposit of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as reasonable consideration for Lessor's considering and processing said requestthe request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Lessor. (f) Any assignee of, of or sublessee under, this Lease shall, by reason of accepting of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, covenant condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. (g) The occurrence of a transaction described in Paragraph 12.1 ( c) shall give Lessor the right (but not the obligation) to require that the Security Deposit be increased to an amount equal to six (6) items the then monthly Base Rent, and Lessor may the actual receipt by Lessor of the amount required to establish such Security Deposit a condition to Lessor's consent to such transaction. (h) Lessor, as a condition to giving its consent to any assignment or subletting, may require that the amount and adjustment structure of the rent payable under this Lease to adjusted to what is then the market value and or adjustment structure for property similar to the Premises as then constituted. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, . as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

Terms and Conditions Applicable to Assignment and Subletting. See Addendum. (a) Regardless of Lessor's Lessors consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any obligations hereunder; or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation Lessees obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's Lessors right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's Lessors determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. 12.3

Terms and Conditions Applicable to Assignment and Subletting. See Addendum. (a) Regardless a)Regardless of Lessor's Lessors consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any obligations hereunder; or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor b)Lessor may accept Rent or performance of Lessee's obligation Lessees obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's Lessors right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's c)Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In d)In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each e)Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's Lessors determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, sublease be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or no subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any Lessee's obligations hereunder; hereunder or (iii) after the primary liability of Lessee for to pay the payment rent and other sums due Lessor hereunder including Lessee's Share of Rent or for the performance of any Operating Expenses, and to perform all other obligations to be performed by LesseeLessee hereunder. (b) Lessor may accept Rent or performance of Lessee's obligation rent from any person other than Lessee pending approval or disapproval of an such assignment. (c) Neither a delay in the approval or disapproval of such assignment or subletting, nor the acceptance of Rent or performance rent, shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for the breach of any of the terms or conditions of this paragraph 12 of this Lease. (d) If Lessee's default obligations under this Lease have been guaranteed by third parties, then an assignment or Breach. (c) sublease, and Lessor's consent thereto, shall not be effective unless said guarantors give their written consent to such sublease and the terms thereof. (e) The consent by Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment subletting by Lessee or sublettingto any subsequent or successive subletting by the sublessee. (df) In the even event of any Default or Breach by Lesseedefault under this Leas, Lessor may proceed directly against Lessee, any Guarantors guarantors or anyone any one else responsible for the performance of Lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (eg) Each request for Lessor's written consent to any assignment or subletting of the Premises by Lessee shall not constitute an acknowledgment that no default then exists under this Lease of the obligations to be performed by Lessee nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Lessor at the time. (h) The discovery of the fact that any financial statement relied upon by lessor in giving its consent to an assignment or subletting shall be in writingwas materially false shall, accompanied by information relevant to at Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublesseeelection, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for render Lessor's considering said consent null and processing said requestvoid. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.12.4

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any obligations hereunder; or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any ~ny security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, sublease be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, . including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee ofInitials: /s/ TRM, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.NB,GWT

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Lessee of any of the terms, covenants or conditions of this Lease. (c) Lessor's c)The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent subletting and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. (d) In d)In the even event of any Default or Breach by of Lessee's obligations under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone any one else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (e) Each e)Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee nonrefundable deposit of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or subleaseRent, whichever is greater, as reasonable consideration for Lessor's considering and processing said requestthe request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Lessor. (f) Any f)Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. (g)The occurrence of a transaction described in Paragraph 12.1 (c) shall give Lessor the right (but not the obligation) to require that the Security Deposit be increased to an amount equal to six (6) times the then monthly Base Rent, and Lessor may make the actual receipt by Lessor of the amount required to establish such Security Deposit a condition to Lessor's consent to such transaction. (h)Lessor, as a condition to giving its consent to any assignment or subletting, may require that the amount and adjustment structure of the rent payable under this Lease be adjusted to what is then the market value and/or adjustment structure for property similar to the Premises as then constituted. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: . (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, 500.00 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; or , nor (iii) after alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or any rent for performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Lessee of any of the terms, covenants or conditions of this Lease. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable under this Lease or the sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or the sublease. (d) In the even event of any Default or Breach by of Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including including, but not limited to to, the intended use and/or required modification of the Premises, if any, together with a fee non-refundable deposit of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as reasonable consideration for Lessor's considering and processing said requestthe request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. (g) The occurrence of a transaction described in Paragraph 12.2(c) shall give Lessor the right (but not the obligation) to require that the Security Deposit be increased by an amount equal to six (6) times the then monthly Base Rent, and Lessor may make the actual receipt by Lessor of the Security

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall not'shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) 12.3

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; Lease (ii) release Lessee of any obligations hereunder; or , nor (iii) after alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or any rent for performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Lessee of any of the terms, covenants or conditions of this Lease. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable under this Lease or the sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or the sublease. (d) In the even event of any Default or Breach by of Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including including, but not limited to to, the intended use and/or required modification of the Premises, if any, together with a fee non refundable deposit of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as reasonable consideration for Lessor's considering and processing said requestthe request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. (g) The occurrence of a transaction described in Paragraph 12.2(c) shall give Lessor the right (but not the obligation) to require that the Security Deposit be increased by an amount equal to six (6) times the then monthly Base Rent, and Lessor may make the actual receipt by Lessor of the Security Deposit increase a condition to Lessor's consent to such transaction. (h) Lessor, as a condition to giving its consent to any assignment or subletting, may require that the amount and adjustment schedule of the rent payable under this Lease be adjusted to what is then the market value and/or adjustment schedule for property similar to the Premises as then constituted, as determined by Lessor. 12.3

Terms and Conditions Applicable to Assignment and Subletting. SEE ADDENDUM PARAGRAPH 63 (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Lessee of any of the terms, convenants or conditions of this Lease. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. (d) In the even event of any Default or Breach by Lesseeof lessee's obligations under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone any one else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessorlessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee non-refundable deposit of $1,000 or ten percent (10%) of the currently current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or subleaseRent, whichever is greater, as reasonable consideration for Lessor's considering and processing said requestthe request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Lessor. (f) Any assignee ofif, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: not (i) be effective without the express written assumption by such assignee or sublessee sub4essee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; or , nor (iii) after alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or any rent for performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Lessee of any of the terms, covenants or conditions of this Lease. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable under this Lease or the sublease and obtaining their consent, and such action shall not relieve such persons from liability under this Lease or the sublease. (d) In the even event of any Default or Breach by of Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublesseesubleases, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublesseesubleases, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee non-refundable deposit of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration processing for Lessor's considering and processing said requestconsent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such subleasebe deemed, be deemed for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, such other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; , or (iii) after alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default the Default or BreachBreach by Lessee of any of the terms, covenants or conditions of this Lease. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. (d) In the even of any Default or Breach by LesseeHowever, Lessor may proceed directly against Lessee, consent to subsequent sublettings and assignments of the sublease or any Guarantors amendments or modifications thereto but will notify Lessee or anyone else responsible for liable on the performance of Lessee's obligations Lease or sublease and will obtain their consent, which shall not be unreasonably withheld, and such action shall not relieve such persons from liability under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment Lease or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any assignment or subletting shall not: not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; , (ii) release Lessee of any obligations hereunder; or , nor (iii) after alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by LesseeLessee under this Lease. (b) Lessor may accept Rent any rent or performance of Lessee's obligation obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default or Breach. (c) Lessor's The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the assignee or sublessee. However, Lessor may not consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable under this Lease or the sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or the sublease. (d) In the even event of any Default or Breach by of Lessee's obligation under this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of the Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability responsibility and appropriateness of the proposed assignee or sublessee, including including, but not limited to to, the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requestedrequested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed deemed, for the benefit of Lessor, to have assumed and agreed to confirm conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.. Initials: XX - XX --------- TT --------- MULTI-TENANT - MODIFIED NET -C-1993 - AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION REVISED FORM MTN-1-6/93E

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any Lessee's obligations hereunder; hereunder or (iii) after alter the primary liability of Lessee for to pay the payment rent and other sums due Lessor hereunder including Lessee's Share of Rent or for the performance of any Operating Expense Increase, and to perform all other obligations to be performed by LesseeLessee hereunder. (b) Lessor may accept Rent or performance of Lessee's obligation rent from any person other than Lessee pending approval or disapproval of an such assignment. (c) Neither a delay in the approval or disapproval of such assignment or subletting, nor the acceptance of Rent or performance rent, shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for the breach of any of the terms or conditions of this paragraph 12 or this Lease. (d) If Lessee's default obligations under this Lease have been guaranteed by third parties, then an assignment or Breach. (c) sublease, and Lessor's consent thereto, shall not be effective unless said guarantors give their written consent to such sublease and the terms thereof. (e) The consent by Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent and such action shall not relieve such persons from liability under this Lease or said sublease; however, such persons shall not be responsible to the extent any such amendment or modification enlarges or increases the obligations of the Lessee or sublessee under this Lease at such sublease. (df) In the even event of any Default or Breach by Lesseedefault under this Lease, Lessor may proceed directly against Lessee, any Guarantors guarantors or anyone any one else responsible for the performance of Lessee's obligations under this Lease, including any assignee or Including the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (eg) Each request for Lessor's written consent to any assignment or subletting of the Premises by Lessee shall not constitute an acknowledgement that no default then exists under this Lease of the obligations to be performed by Lessee nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Lessor at the time. (h) The discovery of the fact that any financial statement relied upon by Lessor in giving its consent to an assignment or subletting shall be in writingwas materially false shall, accompanied by information relevant to at Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublesseeelection, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for render Lessor's considering said consent null and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writingvoid.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any Lessee's obligations hereunder; hereunder or (iii) after alter the primary liability of Lessee for to pay the payment rent and other sums due Lessor hereunder including Lessee's Share of Rent or for the performance of any Operating Expenses, and to perform all other obligations to be performed by LesseeLessee hereunder. (b) Lessor may accept Rent or performance of Lessee's obligation rent from any person other than Lessee pending approval or disapproval of an such assignment. (c) Neither a delay in the approval or disapproval of such assignment or subletting, nor the acceptance of Rent or performance rent, shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for the breach of any of the terms or conditions of this paragraph 12 or this Lease. (d) If Lessee's default obligations under this Lease have been guaranteed by third parties, then an assignment or Breach. (c) sublease, and Lessor's consent thereto, shall not be effective unless said guarantors give their written consent to such sublease and the terms thereof. (e) The consent by Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent and such action shall not relieve such persons from liability under this Lease or said sublease; provided, however, such persons shall not be responsible to the extent any such amendment or modification enlarges or increases the obligations of the Lessee or sublessee under this Lease or such sublease. (df) In the even event of any Default or Breach by Lesseedefault under this Lease, Lessor may proceed directly against Lessee, any Guarantors guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore therefor to Lessor, or any security held by LessorLessor or Lessee. (eg) Each request for Lessor's written consent to any assignment or subletting of the Premises by Lessee shall not constitute an acknowledgment that no default then exists under this Lease of the obligations to be performed by Lessee nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Lessor at the time. (h) The discovery of the fact that any financial statement relied upon by Lessor in giving its consent to an assignment or subletting shall be in writingwas materially false shall, accompanied by information relevant to at Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublesseeelection, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for render Lessor's considering said consent null and processing said requestvoid. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.12.4

Terms and Conditions Applicable to Assignment and Subletting. (a) Landlord will respond to any request for consent to an assignment or sublease within fifteen (15) days following receipt of such request. If Landlord fails to timely deliver to Tenant notice of Landlord’s consent, or the withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 12 OF LEASE - - FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver notice of Landlord’s consent to, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such five (5) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. If Landlord at any time timely delivers notice to Tenant or Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. Regardless of Lessor's Landlord’s consent, any assignment or subletting shall not: not (i) be effective without the express written assumption by such assignee or sublessee subtenant of the obligations of Lessee Tenant under this Lease; , (ii) release Lessee Tenant of any obligations hereunder; or , nor (iii) after alter the primary liability of Lessee Tenant for the payment of Base Rent and other sums due Landlord hereunder or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligation from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the even of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations Tenant under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, any no assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease; (ii) release Lessee of any Lessee'3 obligations hereunder; hereunder or (iii) after alter the primary liability of Lessee for to pay the payment rent and other Sums due Lessor hereunder including Lessee's Share of Rent or for the performance of any Operating Expense Increase, and to perform all other obligations to be performed by LesseeLessee hereunder. (b) Lessor may accept Rent or performance of Lessee's obligation rent from any person other than Lessee pending approval or disapproval of an such assignment. (c) Neither a delay in In the approval or disapproval of such assignment or subletting, nor the acceptance of Rent or performance rent, shall constitute a waiver or estoppel of Lessor's right to exercise its Its remedies for the breach of any of the terms or conditions of this paragraph 12 or this Lease. (d) If Lessee's default obligations under this Lease have been guaranteed by third parties, then an assignment or Breach. (c) sublease and Lessor's consent thereto shall not be effective unless said guarantors give their written consent to such sublease and the terms thereof. (e) The consent by Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or sublettingsubletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee, However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent and such action shall not relieve such persons from liability under this Lease or said sublease: however, such persons shall not be responsible to the extent any such amendment or modification enlarges or increases the obligations of the Lessee or sublessee under this Lease or such sublease. (df) In the even event of any Default or Breach by Lesseedefault under this Lease, Lessor may proceed directly against Lessee, any Guarantors guarantors or anyone any one else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublesseeIncluding the sublettee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by LessorLessor or Lessee. (eg) Each request for Lessor's written consent to any assignment or subletting of the Premises by Lessee shall not constitute an acknowledgement that no default then exists under this Lease of the obligations to be performed by Lessee nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Lessor at the time. (h) The discovery of the fact that any financial statement relied upon by Lessor in giving its consent to an assignment or subletting was materially false shall be in writing, accompanied by information relevant to at Lessor's determination as to the financial and operational reasonability and appropriateness of the proposed assignee or sublesseeelection, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the currently monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for render Lessor's considering said consent null and processing said requestvoid. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to confirm and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.12.4