Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder.

Assignment and Subletting. In the event that Tenant desires to encumber this Lease, assign this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the Premises, Tenant shall notify Landlord in writing and shall state the name of the proposed assignee, sublessee or other transferee and the terms of the proposed assignment, sublease or transfer. Tenant shall also provide financial information and state and provide information requested by Landlord as to the nature and character of the business of the proposed assignee, sublessee or transferee. Landlord shall have the option to retake possession of the Premises and terminate this Lease as of the date on which the proposed assignment, sublease or other transfer was to become effective unless such proposed sublease was for less than 40% of the Premises or for a term shorter than the remaining Lease Term. Landlord must exercise such option to retake the Premises by giving written notice to Tenant within thirty (a30) days after receipt of Tenant’s notice or Landlord will be deemed to have rejected its option to retake the Premises. If Landlord fails to exercise its option to retake the Premises or does not have such right, Tenant shall not have the right to assign, sublet, transfer assign or encumber mortgage this lease, Lease or any right hereunder or interest thereinherein, and Tenant shall not sublet the Premises in whole or in part or grant any license, concession or other right of occupancy of any portion of the Premises, without the prior written consent of Landlord, which consent will not be unreasonably withheld, conditioned or delayed. Any attempted such assignment, sublettingmortgage or subletting without such consent shall be void and shall, transfer at the sole option of the Landlord, be deemed an event of default by Tenant under this Lease. Notwithstanding any assignment or encumbrance subletting consented to by Landlord, Tenant and any guarantor of Tenant’s obligations under this Lease and each assignee shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant’s other covenants and obligations under this Lease. No consent to any assignment or mortgage of this Lease or any subletting of the Premises shall constitute a waiver of the provisions of this Paragraph except as to the specific instance covered thereby. In the event that the monthly rental per square foot of space subleased which is payable by any sublessee to Tenant shall exceed the monthly rental per square foot for the same space payable for the same month by Tenant to Landlord (including any bonuses or any other consideration paid directly or indirectly by the sublessee to Tenant), Tenant shall be obligated to pay one hundred percent (100%) of the amount of such excess to Landlord as additional rent hereunder on the same date it is received by Tenant from the sublessee less reasonable and verifiable costs incurred by Tenant in violation obtaining the subtenant. In the event Tenant shall receive any consideration from an assignee other than the assumption by the assignee of Tenant’s obligations hereunder, Tenant shall be obligated to pay one hundred percent (100%) of such consideration to Landlord as additional rent hereunder less reasonable and verifiable costs incurred by Tenant in obtaining the assignee on the same date it is received by Tenant. Landlord, at Landlord’s option, may elect to require that rental payable by any sublessee be paid directly to Landlord and offset Tenant’s rent obligations accordingly. At no time during the Lease Term shall Tenant be entitled to advertise the Premises for sublease without the prior written consent of Landlord, such consent not to be unreasonably withheld. If Tenant is a corporation or partnership, an assignment prohibited by this Paragraph 11 shall be deemed to include one or more sales or transfers, by operation of law or otherwise, or creation of new stock or partnership interests, by which a majority of the terms voting shares of the corporation or interests in the partnership shall be [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. vested in a party or parties who are not owners of a majority of the voting shares or partnership interests of Tenant as of the date hereof; provided, however, that the foregoing provisions of this sentence shall not be applicable if (i) Tenant’s stock is listed on a recognized securities exchange or (ii) at least eighty percent (80%) of Tenant’s stock is owned by a corporation whose stock is listed on a recognized securities exchange. For the purposes hereof, stock ownership shall be determined in accordance with the principles set forth in section 544 of the Internal Revenue Code of 1986, as amended to the date hereof. Any transfer by operation of law shall also constitute an assignment prohibited by this Paragraph 11. Tenant shall reimburse Landlord, on demand, for its reasonable attorneys’ fees and covenants other expenses incurred in connection with considering any request for Landlord’s consent to an assignment or sublease of the Premises. Notwithstanding the foregoing, the following shall not be considered an assignment or transfer prohibited hereunder or which otherwise requires Landlord’s consent: the assignment of this Lease to any successor of Tenant (1) into which or with which Tenant is merged or consolidated, (2) arising from the transfer of Tenant’s entire interest under this lease made in conjunction with the transfer of a majority of the assets and liabilities of Tenant, or (3) arising from the acquisition of the assets and liabilities of another entity by Tenant; so long as in each of the general and specific circumstances described in (1), (2) and (3) of this Paragraph 11, the surviving entity shall be void. All cash have a level of creditworthiness equal to or other proceeds greater than the level of any assignment, such proceeds as exceed the rentals called for hereunder in the case creditworthiness of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees Tenant prior to the contrary in writing, and applicable level of creditworthiness of Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal prior to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunderapplicable event.

Assignment and Subletting. (a) Tenant shall Except as otherwise set forth herein, not have the right to assign, sublettransfer, transfer mortgage or encumber pledge this leaseLease or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or any interest therein, permit the occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any attempted The Landlord shall respond to Tenant’s written request within ten (10) business days after receipt by Landlord of all information and materials reasonably required by Landlord. In the event Tenant desires to assign this Lease or sublet any portion or all of the Premises, Tenant shall notify Landlord in writing of Tenant’s intent to so assign this Lease or sublet the Premises and the proposed effective date of such subletting or assignment, and shall request in such notification that Landlord consent thereto. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed to an assignment or to a subletting, transfer or encumbrance by Tenant in violation of provided that the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due shall use the Premises only for the Permitted Uses, the proposed assignee or subtenant has sufficient financial resources to Tenant discharge its obligations under such the Lease assignment or sublease agreement and apply the proposed transfer agreement, and the proposed assignment or sublease shall not, in Landlord’s reasonable judgment, cause harm to the Property or harm to the reputation of the Building or the Property. Tenant shall, as Additional Rent, reimburse Landlord promptly for Landlord’s reasonable legal expenses incurred in connection with any request by Tenant for such rent against consent. If Landlord consents thereto, no such subletting or assignment shall in any sums due to Landlord for way impair or release the Tenant from the continuing primary liability of Tenant hereunder, and no such collection consent to any subletting or assignment in a particular instance shall be construed deemed to constitute be a novation waiver of the obligation to obtain the Landlord’s written approval in case of any other subletting or a release assignment. Notwithstanding anything to the contrary provided for herein, subject to approval by Massport and provided that no event of Tenant from default hereunder then exists beyond any applicable grace or cure period, Tenant shall have the further performance right (A) to sublease up to 12,000 rentable square feet of Tenant's the Premises for the first three (3) years of the Term, without Landlord’s approval and (B) to sublease or assign the Premises under this Lease, without Landlord’s approval, to any parent or affiliate, or in the event of any corporate merger, consolidation, or sale of assets or stock, but after Tenant provides thirty (30) days prior written notice thereof to Landlord, PROVIDED that: (i) any successor to Tenant pursuant hereto has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (x) the net worth of Tenant immediately prior to such merger, consolidation, or transfer, or (y) the net worth of Tenant on the date of the Lease; (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (iii) the any assignee agrees directly with Landlord to be bound by all the obligations of the Tenant hereunder, including, without limitation, the obligation to pay rent and other amounts provided for under this Lease. If for any assignment or sublease consented to by Landlord hereunder Tenant receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent fairly allocable to the part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and after deduction for reasonable expenses of Tenant in connection with the assignment or sublease, to pay to Landlord as Additional Rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt.

Assignment and Subletting. (a) Tenant shall covenants and agrees not have to assign this Lease, in whole or in part, nor to sublet the right to assign, sublet, transfer or encumber this leasePremises, or any interest thereinpart thereof, nor grant any license or concession for all or any part thereof, without the prior written consent of Landlord in each instance first had and obtained, which Landlord shall not unreasonably withhold, condition or delay. Notwithstanding the foregoing, Tenant may assign this Lease, or sublet all or any portion of the Premises to any subsidiary, affiliate or successor of Tenant, or to any person or entity that acquires substantially all the assets or capital stock of Tenant (collectively “a Related Party”) without Landlord’s prior written consent, but Tenant shall nevertheless give Landlord written notice of any such assignment or sublease within five (5) days after the effective date thereof. Any attempted assignmentIf any assignment or subletting is permitted pursuant to this subsection (whether or not to a Related Party), sublettingTenant shall not be relieved from any liability whatsoever under this Lease Agreement. In the event that the amount of the rent or other consideration to be paid to Tenant by any assignee or sublessee (other than a Related Party) is greater than the rent required to be paid by the Tenant to the Landlord pursuant to this Lease after reimbursement of any reasonable costs incurred by Tenant (such as tenant’s improvements, transfer or encumbrance legal fees, brokerage commissions and the like) incurred by Tenant in violation procuring such assignment or sublease (the “Profit”), Tenant shall pay Landlord fifty percent (50%) of the terms Profit when and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to received by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due sublessee. Landlord shall not be entitled to any portion of the Profit in the event the assignee or sublessee is a Related Party. Any consent by Landlord to an assignment or subletting shall not constitute a waiver of the necessity of such consent as to any subsequent assignment or subletting. An assignment for the benefit of Tenant’s creditors shall not be effective to transfer or assign Tenant’s interest under this Lease unless Landlord shall have first consented thereto in writing. In the event Tenant desires to assign this Lease or to sublease more than fifty percent (50%) in the aggregate of the Premises then leased by it to a party other than a Related Party, and for fifty percent (50%) or greater of the remaining term under this Lease, then Landlord shall have the right and option to terminate this Lease, which right and option shall be exercisable by written notice from Landlord to Tenant under within ten (10) business days from the date Tenant gives Landlord written notice (“Sublet Notice”) of its desire to assign this Lease or sublet more than 50% of the Premises to other than a Related Party. In such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunderevent, and no such collection the termination of this Lease shall be construed to constitute a novation effective on the date that Tenant would have delivered the Premises (or a release portion thereof) to the assignee or subtenant, as provided in its Sublet Notice. If Landlord fails to give timely notice of Tenant from the further performance of such termination election, then Landlord shall be deemed to have approved such requested sublease or assignment as requested by Tenant's obligations hereunder.

Assignment and Subletting. (a) Tenant Subtenant shall not have the right to assignassign this Sublease or sub-sublease all or a portion of the Subleased Premises in accordance with Article 14 (Assignment and Subletting) of the Original Master Lease which (except as noted in Section 6.5(a) above) is incorporated herein, subletsubject to (x) the approval of Sublandlord, transfer which approval shall be granted or encumber this leasewithheld in the manner described in the Master Lease with respect to Landlord’s rights to approve assignments or subleases, and (y) the approval of Landlord pursuant to the Master Lease. Subtenant expressly acknowledges that any deemed consent by Sublandlord to a proposed sub-sublease of any portion of the Subleased Premises following Sublandlord’s failure to respond to a second (2nd) notice from Subtenant as described in Section 14.2 of the Original Master Lease (as incorporated herein by reference) will not be deemed to constitute consent (or deemed consent) of Landlord to any interest therein, without assignment or sublease. Subtenant shall pay all fees and costs payable to Landlord pursuant to the prior written consent of Landlord. Any attempted Master Lease in connection with any proposed assignment, subletting, sub-sublease or transfer or encumbrance by Tenant in violation of the terms Subleased Premises, together with all of Sublandlord’s reasonable out-of-pocket costs relating to Subtenant’s request for such consent, regardless of whether such consent is granted, and covenants the effectiveness of any such consent shall be conditioned upon Landlord’s and Sublandlord’s receipt of all such fees and costs. Subtenant shall have the benefits of Section 14.8 (Permitted Transfers) of the Original Master Lease. For the purpose of this Paragraph shall be void. All cash Sublease, any sale or other proceeds transfer of Subtenant’s capital stock, redemption or issuance of any additional stock of any class or the trading of any of Subtenant’s stock if Subtenant is a publicly traded company shall not be deemed an assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease Sublease or the Subleased Premises so long as such transaction does not constitute a “Transfer” pursuant to Section 14.6 of the Original Master Lease. Moreover, none of the following shall be paid to Landlord, whether such deemed an assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest this Sublease or the Subleased Premises so long as such transaction does not constitute a “Transfer” pursuant to Section 14.6 of the Original Master Lease: (i) a sale of corporate shares of capital stock in this lease shall Subtenant in connection with an initial public offering of Subtenant’s stock on a nationally-recognized stock exchange, or (ii) the issuance of any stock preferences or other equity interests of Subtenant in connection with raising additional financing or capital. The terms of the immediately preceding two (2) sentences will not be for an amount equal deemed to the then fair market value of such interest. These covenants shall run bind Landlord or restrict Landlord’s ability to construe any transaction as a Transfer in accordance with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee terms of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunderMaster Lease.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer assign or encumber its interest under this lease, Lease or sublet all or any interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation portion of the terms Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and covenants to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this ParagraphSection. No assignment, subletting or other transfer, whether consented to by Landlord or not, assignment shall relieve Tenant of its liability hereunderobligation to pay rent or perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. Upon If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord shall have the occurrence option of an "event of default" as hereinafter definedterminating this Lease and dealing directly with the proposed subtenant or assignee, If the premises or any part thereof are then assigned or subletthird party. Notwithstanding the foregoing, Landlord, in addition to any other remedies herein provided, as provided by law, Landlord may at its option collect directly from such assignee sole discretion withhold consent to the subletting or subtenant all rents becoming due assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease will require any changes to any building systems. Tenant under such shall not advertise at a rate which is less than the Building's listed rate. If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any assignment or sublease subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and apply the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Tenant as a result of such rent against any sums due transaction shall be paid to Landlord promptly following its receipt by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for Tenant hereunderassignment or subletting, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunderincluding reasonable attorney fees.

Assignment and Subletting. (a) Tenant shall not have the right Not to assign, sublettransfer, transfer mortgage or encumber pledge this leaseLease or to grant a security interest in Tenant's rights hereunder, or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) or permit anyone other than Tenant to occupy all or any part of the Premises or suffer or permit this Lease or the leasehold interest thereinhereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, unless, in each instance the prior written consent of Landlord thereto shall have been obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing Tenant may assign this Lease or sublet any portion or all of the Premises to any corporation, partnership, trust, association, limited liability company or other business or organization (x) directly or indirectly controlling and beneficially owning Tenant, (y) directly or indirectly controlled by and beneficially owned by Tenant, or (z) under common control with Tenant, or to any successor of Tenant by merger, consolidation or acquisition of substantially all of the stock or assets of Tenant, without the prior written consent of Landlord. If for any assignment or sublease or occupancy by another, Tenant receives rent or other consideration, either initially or over the term of the assignment, sublease or occupancy, after payment of any expenses incurred in connection therewith, in excess of the rent called for hereunder, or in case of sublease of part of the Premises, in excess of such rent fairly allocable to the part so subleased, after deducting all expenses of such transaction including, without limitation, brokerage and legal fees and demising walls and other leasehold improvements, Tenant shall pay to Landlord, as Additional Rent, 50% of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt. Any attempted assignment, sublettingtransfer, transfer mortgage, pledge, grant of security interest, sublease or encumbrance other encumbrance, except as permitted by Tenant in violation of the terms and covenants of this Paragraph Section 6.2.1, shall be void. All cash No assignment, transfer, mortgage, grant of security interest, sublease or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlordencumbrance, whether such assignmentor not approved, subletting or other transfer is consented to and no indulgence granted by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenantoccupant shall in any way impair Xxxxxx's interest in this lease continuing primary liability (all such assignees, sublessees which after an assignment or subletting shall be joint and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon several with the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for sublessee) of Tenant hereunder, and no such collection approval in a particular instance shall be construed deemed to constitute be a novation or a release waiver of Tenant from the further performance of Tenantobligation to obtain Xxxxxxxx's obligations hereunderapproval in any other case.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest therein, Not without the prior written consent of Landlord. Any attempted Landlord to assign this Lease, to make any sublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law (it being understood that in no event shall Landlord consent to any such assignment, sublettingsublease or occupancy if the same is on terms more favorable to the successor occupant than to the then occupant); as additional rent, transfer or encumbrance to reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in violation of a specific instance shall operate as a waiver in any subsequent instance. Xxxxxxxx's consent to any proposed assignment or subletting is required both as to the terms and covenants conditions thereof, and as to the creditworthiness of this Paragraph shall be void. All cash the proposed assignee or subtenant and the consistency of the proposed assignee's or subtenant's business with other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder uses and tenants in the case Building. Xxxxxxxx's consent to assignment or subletting by Tenant shall not be unreasonably withheld, provided that Tenant is not then in default under this Lease and such assignee or subtenant pays therefor the greater of a subletting the Annual Rent and all cash additional rent then payable hereunder, or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants rent for the Premises; and provided further that Landlord shall run with not be deemed unreasonable for withholding its consent to any assignment or subletting the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in arrangements for which are to be made through any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons broker other than Landlord by such successors in contravention of this Paragraphor its affiliates. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon In the occurrence of an "event of default" as hereinafter defined, If the premises or that any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due pays to Tenant under such assignment any amounts in excess of the Annual Rent and additional rent then payable hereunder, or sublease and apply such rent against pro rata portion thereof on a square footage basis for any sums due portion of the Premises, Tenant shall promptly pay 50% of said excess to Landlord as and when received by Tenant after credit to Tenant for all reasonable out-of-pocket costs incurred by Tenant hereunderin connection therewith. If Tenant requests Xxxxxxxx's consent to assign this Lease or sublet more than 25% of the Premises, and no Landlord shall have the option, exercisable by written notice to Tenant given within 10 days after receipt of such collection request, to terminate this Lease as of a date specified in such notice which shall not be construed to constitute a novation less than 30 or a release more than 60 days after the date of such notice; If, at any time during the Term of this Lease, Tenant from the further performance of Tenant's obligations hereunder.is:

Assignment and Subletting. (a) Tenant shall may not have assign or otherwise transfer its interest in this Lease or sublet the right to assign, sublet, transfer or encumber this lease, Premises or any interest therein, part thereof without the prior written consent of Landlord, which Landlord may refuse in its sole discretion. Any attempted assignmentTenant shall notify Landlord thirty (30) days in advance of its intent to transfer, assign or sublet all or any portion of the Premises and shall, at the time Tenant requests Landlord's approval, provide Landlord with financial information on the proposed assignee or subtenant. In any event, Tenant shall reimburse Landlord for fees and expenses incurred by Landlord (including expert and attorneys' fees) in reviewing any proposed assignment or subletting. In the event of any such assignment or subletting, transfer or encumbrance by Tenant in violation shall nevertheless at all times remain fully responsible and liable for the payment of rent and the terms performance and observance of all of Tenant's other obligations under the terms, conditions and covenants of this Paragraph Lease. No assignment or subletting of the Premises or any part thereof shall be void. All cash binding upon Landlord unless such assignee or other proceeds subtenant delivers to Landlord an instrument (in recordable form, if requested) containing an agreement of any assignment, such proceeds as exceed the rentals called for hereunder in the case assumption of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in obligations under this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunderLease. Upon the occurrence of an "event of default" as hereinafter defineddefault after the expiration of any applicable notice and cure period herein, If the premises if all or any part thereof of the Premises are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by this Lease or by law, may may, at its option option, collect directly from such the assignee or subtenant all rents rent becoming due to Tenant under such Landlord by reason of the assignment or sublease and apply such rent against any sums due to subletting. Any collection by Landlord for Tenant hereunder, and no such collection from the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of its obligations under this Lease. Any rents received by Tenant from the assignment or subletting of the Premises which exceed rents payable by Tenant hereunder shall be immediately paid to Landlord as additional compensation. Landlord shall, at its option, have the right to recapture all or any part of the Premises Tenant proposes to assign or sublet upon notice from Tenant of its intent to assign or such sublet part of the Premises. Notwithstanding the preceding to the contrary, Tenant shall have the right, without the prior written consent of Landlord, to transfer or assign the Lease or sublet the Premises to any entity controlling, controlled by or under the common control of Tenant or in connection with a sale of stock, merger or sale of substantially all of the assets of Tenant's obligations hereunder.

Assignment and Subletting. (a) Tenant shall 25.01 Lessee covenants and agrees not have the right to assign, sublet, transfer encumber or encumber mortgage Lessee’s leasehold interest hereunder nor assign this lease, Lease or sublet all or any interest therein, part of the Premises without the prior written consent of LandlordLessor, which consent will not be unreasonably withheld. Any attempted assignment, If Lessor consents to an assignment or subletting, transfer the assignee or encumbrance by Tenant in violation of the terms and covenants of this Paragraph sublessee shall first be void. All cash or other proceeds of any assignmentobligated to assume, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, all of the obligations of Lessee under this Lease and Tenant hereby assigns Lessee shall, for the full term of this Lease, continue to be jointly and severally liable with such assignee or sublessee for the payment of the Rent, additional rent, any other sums due by Lessee under this Lease and the performance of all obligations required by Lessee under this Lease. However, in the event the approved assignee is of greater financial standing than Lessee, as determined within the reasonable discretion of Lessor, Lessee may seek to be released from its continuing, joint obligation. Such request shall be made by Lessee in writing no earlier than one (1) year following the date of assignment and will only be permitted if no uncured defaults have occurred and are outstanding under the Lease from the date of the assignment to the date of Lessee’s request. In no event shall Lessee assign or sublet the Premises for any terms, conditions and covenants other than those contained herein. In no event shall this Lease be assigned or be assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease, or any rights it might have or ever acquire in privileges hereunder, be an asset of Lessee under bankruptcy, insolvency or reorganization proceedings. Should Lessor consent to any such proceeds to Landlord. Any assignmentassignment or sublease, subletting or other transfer of Tenant's interest in this lease any economic benefit that is derived shall be for an amount equal to the then fair market value account of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunderLessor.

Assignment and Subletting. (a) Tenant shall agrees not have the right to assign, sublet, transfer or encumber assign this lease, Lease ------------------------- or any interest thereintherein nor to sublet the whole or any part of the Premises unless and until the area encompassed by the proposed sublease or assignment is first offered in writing to Landlord for a period of ten (10) days, without with Landlord having the option to take said proposed assigned or sublet space for its own account and to relet the same for its own account and proportionately abating Tenant's rent during the term of said proposed sublease or assignment. If Landlord chooses not to exercise this option, Tenant with Landlord's written consent first obtained may sublet or assign all or a portion of the Premises, providing the proposed sublessee or assignee first pays in advance two months' rent which will be applied to the rent due during the last two months of the proposed subleasing or assignment and provided further that, in the event said sublessee or assignee pays rent (or other form of compensation however designated) greater than that due from Tenant, said excess shall be paid over to Landlord by Tenant as received and the same shall constitute additional rent due Landlord from Tenant under this Lease. Consent to any assignment or subletting shall apply only in the given instance and a further assignment or subletting by Tenant or its assignee or subtenant shall be made only after obtaining Landlord's prior written consent of Landlordas provided in Section 8. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid Nothing contained herein will obligate Landlord to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition consent to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such proposed assignment or sublease if the proposed sublessee or assignee does not meet Landlord's reasonable financial criteria or would otherwise be considered an undesirable tenant, because of its business or business reputation, the character of the Building and apply such rent against the types and mix of other tenants. Upon any sums due to Landlord for Tenant hereundersubletting, and no such collection nothing contained herein shall be construed to constitute relieve Tenant of any of its obligations contained in this Lease including, without limitation, the obligation to pay rent. Tenant shall not require Landlord's consent to sublease Premises or assign the lease to a novation bona fide subsidiary or a release affiliate of Tenant from the further performance of Tenant's obligations hereunder.

Assignment and Subletting. (a) If Tenant desires to assign this lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such desire together with the name of the proposed assignee or sublessee, a detailed description of its business, and current financial information about it in sufficient detail to allow Landlord to assess the financial condition of such proposed assignee or sublessee. Landlord shall not have unreasonably withhold its consent to any assignment or subletting. Landlord will consider the right financial condition of the proposed assignee and/or sublessee and will compare such financial condition to assignTenant's financial condition as of December 31, sublet2000, as reflected in Tenant's audited financial statement(s). Tenant shall give such notice and information to Landlord at least 30 days prior to the date on which Tenant desires to make such assignment or sublease. For the purposes hereof, transfer of more than half of the stock or encumber other voting control of Tenant shall be deemed to constitute an assignment of this Lease. Landlord shall, within 10 days following receipt of such notice, notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign this lease or sublet such space, or (ii) refuse to permit Tenant to assign this lease or sublet such space. If Landlord should fail to notify Tenant in writing of such election within such thirty-day period, Landlord shall be deemed to have elected (ii) above. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and sublettings. Tenant shall pay all costs incurred by Landlord in connection with the foregoing provisions including without limitation legal fees, construction costs to reconfigure the Premises, and credit checks. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this lease. Moreover, if the rental or any interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer other consideration (or encumbrance by Tenant in violation a combination of the terms rental and covenants of this Paragraph shall be void. All cash any bonus or other proceeds of any assignment, such proceeds as exceed consideration therefor or incident thereto) due and payable to Tenant by an assignee or sublessee exceeds the rentals called for hereunder rental payable under this lease (appropriately prorated in the case of a sublease of less than all of the Premises), then Tenant shall be bound and obligated to pay Landlord (after deduction of the standard brokerage commission paid to the broker representing the pertinent sublessee, if in fact such a commission is paid, and any alteration costs) fifty percent (50%) of all such excess rental and other excess consideration within ten (10) days after receipt thereof by Tenant. Finally, upon any assignment or subletting all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord. If Landlord transfers and all cash or other proceeds of any other transfer of Tenant's assigns its interest in this lease and the Building containing the Premises, Landlord shall thereby be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writingreleased from any further obligations hereunder, and Tenant hereby assigns all rights it might have agrees to look solely to such successor in interest of the Landlord for performance of such obligations. Tenant shall not mortgage, pledge or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's otherwise encumber its interest in this lease shall be for an amount equal or in the Premises. Notwithstanding anything contained herein to the then fair market value of such interest. These covenants shall run with the land and shall bind contrary, Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in agrees not to sublease any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises Premises or any part thereof are then assigned or sublet, Landlord, in addition assign its lease to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee lawyers or subtenant all rents becoming due to Tenant under such assignment or sublease law firms in the event Xxxxxx and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute Xxxxx is a novation or a release of Tenant from tenant in the further performance of Tenant's obligations hereunderBuilding.

Assignment and Subletting. (a) A. Tenant shall will not have the right to assign, sublettransfer, transfer mortgage, or encumber this leaseLease or sublet or rent (or permit occupancy or use of) the Demised Premises, or any interest thereinpart thereof, without obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, nor shall any assignment or transfer of this Lease be effectuated by operation of law or otherwise, without the prior written consent of Landlord, which shall not be unreasonably withheld. Any attempted It is acknowledged and agreed by the parties that Tenant’s allowing clients to come in to use Tenant’s facility at the Demised Premises on a temporary basis but with no possessory rights shall not be considered an assignment or subletting. Landlord may require Tenant to obtain and submit current financial statements of any proposed subtenant or assignee prior to granting its consent. In the event of an assignment, sublettingTenant shall pay to Landlord a fee to cover accounting costs, transfer or encumbrance plus any legal fees incurred by Tenant in violation Landlord as a result of the terms and covenants of this Paragraph shall be voidassignment. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to The consent by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection subletting shall not be construed to constitute as a novation waiver or a release of Tenant from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, subtenant, or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease, nor shall any such assignment or subletting be construed to relieve Tenant from obtaining the written consent of Landlord to any further performance assignment or subletting. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Landlord may require an additional security deposit from the assignee or subtenant as a condition of Tenant's obligations hereunderits consent.

Assignment and Subletting. (a) Tenant shall not have the right to assignassign or pledge this Lease or to sublet the whole or any part of the Premises, sublet, transfer whether voluntarily or encumber this leaseby operation of law, or any interest thereinpermit the use or occupancy of the Premises by anyone other than Tenant, or assign this Lease for security purposes, without the prior written consent of Landlord, which shall not unreasonably be withheld, conditioned, or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Any attempted In the event Tenant desires to sublet the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least 30 days but no more than 60 days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, transfer or encumbrance by Tenant in violation shall at all times remain directly and primarily responsible and liable for the payment of the terms rent herein specified and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and compliance with all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunderother obligations under this Lease. Upon the occurrence of an "“event of default" ” (as hereinafter defined), If if the premises Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies provided herein provided, as provided or by law, may at its option collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for from Tenant hereunder, and no . No such collection directly from an assignee or subtenant shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's ’s obligations hereunder.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest thereinnot, without the prior written consent of LandlordLandlord (which shall not be unreasonably withheld or delayed), assign this Lease Agreement or any interest herein or sublet the Premises or any part thereof. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph foregoing acts without such consent shall be void. All cash If at any time during the Term Tenant desires to assign this Lease Agreement or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and sublet all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or subletof the Premises, LandlordTenant shall give notice (and any valid notice must be in writing) to Landlord of such desire, in addition to any other remedies herein providedincluding the name, as provided by law, may at its option collect directly from such address and contact party for the proposed assignee or subtenant all rents becoming due to Tenant under such subtenant, the effective date of the proposed assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder(including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area (recognizing that the one attached as Exhibit “A” meets such criteria), and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms no such collection later than prior to the scheduled expiration of this Lease Agreement, and immediately upon the sooner termination hereof). Landlord may, at its option, exercisable by written notice given to Tenant within forty-five (45) days next following Landlord’s receipt of Tenant’s notice, elect to recapture the Premises if Tenant is proposing to sublet or terminate this Lease Agreement in the event of an assignment. Regardless of Landlord’s consent, no subletting or assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder for the remainder of the then current Lease Term. Landlord shall be construed entitled to constitute a novation one-time $250.00 fee for consenting to any sublet or a release assignment. Provided, however, that at no time shall the use of Tenant from the further performance of Premises by Tenant's obligations hereunder’s bank affiliates be considered an assignment or subletting (including but not limited to as that described in this Article 9).

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer assign this Lease in whole or encumber this lease, in part or sublet all or any interest thereinpart of the Leased Premises, nor permit other persons to occupy the Leased Premises or any part thereof, nor grant any license or concession for all or any of the Leased Premises, without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and unfettered discretion. Any attempted assignment, subletting, transfer Tenant shall provide Landlord with a lease application form completed and signed by prospective subtenant or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder assignee in the case of a subletting form provided by Landlord and other such financial information as Landlord may request. In the event Landlord approves Tenant’s request to sublet and Tenant sublets the Leased Premises for an amount greater than the amount Tenant is required to pay for said Leased Premises, then all cash or other proceeds of any other transfer of Tenant's interest in this lease Additional Rent shall accrue and be paid to Landlord. Any consent by Landlord to an assignment of this Lease or subletting shall not constitute a waiver of the necessity of such consent for subsequent assignment or subletting and shall not relieve Tenant or any guarantors of liability hereunder. An assignment for the benefit of Tenant’s creditors or otherwise by operation of law shall not be effective to transfer or assign Tenant’s interest under this Lease unless Landlord shall have first consented thereto in writing. Notwithstanding the above, whether it is understood and agreed that Tenant may assign this Lease without Landlord’s consent, at any time during the term of this Lease, to any parent corporation of Tenant or to the surviving corporation in connection with a merger or consolidation or a reorganization, provided however, Tenant shall notify Landlord in writing of any such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land provided assignee accepts full responsibility and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention terms and obligations of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunderLease.

Assignment and Subletting. Except as provided in this Article, Tenant shall not, without Landlord’s consent (a) Tenant shall not have the right to assignassign (by operation of law or otherwise), sublet, encumber or otherwise transfer this lease or encumber any interest in this lease, or (b) sublet or permit others to occupy all or any interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation part of the terms and covenants Premises (whether for desk space, mailing privileges or otherwise). The transfer, redemption or issuance (by one or more transactions) of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer ownership interests of Tenant's interest , any Guarantor or any direct or indirect parent of Tenant or any Guarantor which results in 50 percent or more of the ownership interests of that person being held by persons who did not hold 50 percent or more of those ownership interests on the date of this lease shall be paid considered an assignment of this lease which requires Landlord’s consent, unless such ownership interests are publicly traded on a national stock exchange or over the counter market. Landlord’s consent to Landlord, whether such an assignment, subletting or other transfer is consented occupancy shall not relieve Tenant from any liability under this lease or from obtaining Landlord’s consent to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any further assignment, subletting or other transfer occupancy. If Tenant desires to assign this lease or sublet all or substantially all of the Premises, Tenant shall give Landlord notice of Tenant's interest in ’s desire and the desired effective date. Tenant’s notice shall be an offer from Tenant to Landlord whereby Landlord may, at Landlord’s option, by notice to Tenant at any time within 30 days after Landlord’s receipt of Tenant’s notice, terminate this lease. If Landlord timely exercises its option to terminate this lease, the term of this lease shall expire effective on the later of (a) the effective date set forth in Tenant’s notice or (b) 120 days following Landlord’s receipt of Tenant’s notice. Landlord’s option set forth in this Section to terminate this lease shall not apply to any assignment of this lease in connection with a merger or consolidation, the transfer of all or substantially all of a person’s assets or the transfer, redemption or issuance (by one or more transactions) of ownership interests, unless this lease is the primary asset of the assignor. If (a) Landlord does not timely exercise Landlord’s option pursuant to Section 16.2, and Tenant, within 180 days following Tenant’s notice under Section 16.2, desires to consummate an assignment of this lease or a sublease of all or substantially all of the Premises (any such transaction following that 180 day period shall first require another offer pursuant to Section 16.2), or (b) Tenant desires to sublet less then substantially all of the Premises (provided the Premises is not on the street level), or (c) Tenant desires to assign this lease in connection with a transaction excluded from Landlord’s option set forth in Section 16.2, Tenant shall give Landlord notice of Tenant’s desire, accompanied by (i) an executed original of the proposed assignment (with an assumption of this lease signed by the assignee) or sublease, the effective or commencement date of which must be for an amount equal at least 30 days after the giving of Tenant’s notice, and all other documents related to the then fair market value assignment or sublease, (ii) a reasonably detailed description of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such proposed assignee or subtenant all rents becoming due and its principals, the nature of its business and its proposed use of the Premises, and (iii) current financial information with respect to the proposed assignee or subtenant, including its most recent financial statements (and Tenant under shall promptly deliver to Landlord such additional information as Landlord reasonably requests). Landlord’s consent to the proposed assignment or sublease shall not be unreasonably withheld or delayed (and apply such rent against any sums due to Landlord for Tenant hereunder, if not given or denied within 30 days following Landlord’s receipt of Tenant’s notice and no such collection the required information shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder.deemed given), if:

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber assign this lease, Lease or any interest therein, or sublet the Premises or any portion thereof or permit other persons to occupy the Premises or any part thereof, or grant any license or concession for all or any part of the Premises, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer which consent may be granted or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder withheld in the case sole and absolute discretion of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, and no permitted assignment or subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability Tenant's covenants and agreements hereunder. Upon No assignment or transfer of this Lease may be effected by merger, consolidation, dissolution, operation of law or otherwise without the occurrence prior written consent of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, which consent may be granted or withheld in addition the sole and absolute discretion of Landlord. The consent of Landlord to any one assignment or sublease pursuant hereto shall not be deemed to be a waiver of the provisions of this Section with respect to any subsequent assignment or sublease. Each such permitted sublease or assignment shall expressly be made subject to the provisions of this Lease, including without limitation, the use provisions hereof. No assignment or sublet may violate any then existing exclusive uses of other remedies herein providedtenants in the Shopping Center or restrictions otherwise binding on tenants of the Shopping Center nor the primary use of any other tenant in the Shopping Center. If Tenant assigns its rights and interests under this Lease, as provided by law, may at its option collect directly from such the assignee or subtenant all rents becoming due to Tenant under such assignment shall expressly assume all of the obligations of Tenant hereunder, but such assignment and assumption shall not amend or sublease and apply such rent against otherwise affect any sums due to of the rights of Landlord for under this Lease nor shall it affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full effect as obligations of a principal and not as obligations of a guarantor or surety to the same extent as though no assignment had been made. If Tenant shall assign this Lease or sublease the Premises for rent or other consideration in excess of the rent payable hereunder, Landlord shall receive all such collection excess rent or other consideration as additional rent hereunder. The assignee or sublessee shall be construed required to constitute make all payments due to Landlord and Landlord shall thereafter, in a novation prompt manner, remit to Tenant any amounts that may be due Tenant. Tenant shall, concurrently with the execution and delivery of any such permitted assignment or sublease, deliver a duplicate original thereof to Landlord. If Tenant is a partnership, then any dissolution of Tenant or a release withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in Tenant from the further performance shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation, then any dissolution, merger, consolidation or other reorganization of Tenant's obligations hereunder, or any sale or transfer of a controlling interest of the capital stock of Tenant, shall be deemed an assignment of this Lease. A sale of substantially all of the merchandise on the Premises to one purchaser shall be treated as and deemed to be an assignment of this Lease within the foregoing provisions of this Section.

Assignment and Subletting. (a) The Tenant shall agrees not have the right to assign, sublet, transfer or encumber this leasetransfer, or mortgage this Lease or any right or interest therein, or sublet the Leased Premises or any part thereof, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer No assignment or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run made with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee consent of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability obligations hereunder, and Tenant shall continue to be liable as a principal (and not as a guarantor or surety) to the same extent as though no assignment or sublease had been made. Consent by Landlord to an assignment or sublease shall not be construed to be consent to any additional assignment or subletting. Each such successive act shall require similar consent of Landlord. Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a result of Tenant's request for consent to any such assignment or subletting. In the event Tenant subleases the Leased Premises, or any portion thereof, or assigns this Lease with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as hereinafter defineddefined below, If the premises if all or any part thereof of the Leased Premises are then assigned or sublet, LandlordLandlord may, in addition to any other remedies herein provided, as provided by this Lease or provided by law, may at its option collect directly from such the assignee or subtenant all rents becoming due to Tenant under Tenant. Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such assignment sums. Any collection directly by Landlord from the assignee or sublease and apply such rent against any sums due to Landlord for Tenant hereundersubtenant shall not be construed, and no such collection shall be construed however, to constitute a novation or a release of Tenant from the further performance of Tenantits obligations under this Lease. Notwithstanding the foregoing, it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. (S) 101 et esp. (the "Bankruptcy Code"), any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations hereunderarising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.

Assignment and Subletting. (a) A. Tenant shall not have the right to assign, subletencumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, transfer whether voluntarily or encumber this leaseby operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any interest thereinuse other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Any attempted Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, transfer or encumbrance by Tenant in violation shall at all times remain directly, primarily and fully responsible and liable for the payment of the terms Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunderLease. Upon the occurrence of an "“event of default" ” (as hereinafter defined), If if the premises Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided or provided by law, may may, at its option option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord for from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's ’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.

Assignment and Subletting. (a) Tenant shall not have sublet the right to assignwhole or any part of the Premises, sublet, transfer or encumber nor assign this lease, Lease or any interest thereintherein (nor may this Lease be assigned by operation of law) to any person whomsoever, without the prior written consent of Landlord. Any , which consent may be withheld in Landlord's sole discretion for any reason, and any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants purported assignment or subletting without Landlord's prior written consent shall constitute a breach of this Paragraph Lease and shall at Landlord's election be void. All cash If Tenant is a corporation or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate in excess of fifty percent (50%) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding the foregoing provisions of this Article 15, it shall not constitute an assignment or subletting for purposes of this Article 15 for Tenant to assign this Lease or sublet the Premises without Landlord's consent to any corporation or business entity which controls, is controlled by, or is under common control with Tenant, or to any corporation or other proceeds business entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer assets of Tenant's interest business as a going concern, provided that the assignee or sublessee assumes in this lease shall be paid to Landlordfull the obligations of Tenant under the Lease, whether such assignmentthat Tenant remains fully liable under the Lease, subletting or other transfer no use of the Premises is consented to made which is not allowed for by Landlord or not, unless Landlord agrees to the contrary in writingpermitted purposes, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability provided prompt written notice to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against the circumstances thereof. Any consent given by Landlord to Tenant to sublet the Premises, or any sums due portion thereof, or to Landlord for Tenant hereunder, and no such collection assign this Lease shall not be construed as a consent to constitute a novation any other assignment or a release subletting, or waiver of Tenant from the further performance Landlord's right to object to or declare void any assignment or sublease to which landlord's consent in writing has not been obtained. Any assignment or subletting of Tenant's interest permitted or consented to by Landlord shall not in any way release Tenant from any liability or obligation assumed under the terms of this Lease. Any sums or other economic consideration received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate, (i) the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased), plus (ii) any real estate brokerage commissions or fees payable in connection with such assignment or subletting, shall be paid to Landlord as additional rent under this Lease without affecting or reducing any other obligations of Tenant hereunder. The sums payable hereunder shall be paid to Landlord as and when payable by the assignee or subtenant to Tenant.

Assignment and Subletting. (a) A. Tenant shall not have the right to assignassign or pledge this Lease or to sublet the whole or any part of the Leased Premises, sublet, transfer whether voluntarily or encumber this leaseby operation of law, or any interest thereinpermit the use or occupancy of the Leased Premises by anyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented (which consent shall not be unreasonably withheld). Any attempted In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Leased Premises if the rent is determined in whole or in part based upon the income or profits derived by the sub-lessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, transfer or encumbrance by Tenant in violation shall at all times remain directly, primarily and fully responsible and liable for the payment of the terms rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunderhis Lease. Upon the occurrence of an "“event of default" ” (as hereinafter defined), If if the premises Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided or provided by law, may may, at its option option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest therein, Not without the prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed by Landlord) to assign this Lease, to make any sublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law, it being understood that Tenant shall, as additional rent, reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting. Any attempted No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, sublettingshall be joint and several with the assignee). No consent to any of the foregoing in a specific instance shall operate as waiver in any subsequent instance. If Tenant requests Landlord's consent to assign this Lease or sublet more than forty percent (40%) of the Premises, transfer Landlord shall have the option, exercisable by written notice to Tenant given within thirty (30) days after receipt of such request, to terminate this Lease as of a date specified in such notice which shall be not less than forty-five (45), or encumbrance more than sixty (60) days after the date of such notice, and any rental received by Tenant in violation of the terms and covenants of this Paragraph shall from sub-tenant must be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid remitted to Landlord, whether such assignmentprovided, subletting however, in the event Landlord notifies Tenant of its right to recapture as aforesaid, Tenant shall have the right, exercisable by written notice within fifteen (15) days of receipt of Landlord's notice, to withdraw its request to so assign or other transfer is consented to by sublet the Premises. Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have further agree that if Landlord approves a sublease or ever acquire in assignment with a total rentable amount greater than the total rent due from Tenant to Landlord under this Lease, then Tenant shall pay to Landlord forthwith upon Tenant's receipt of each such installment of such excess rent during the term of any such proceeds to Landlord. Any approved sublease or assignment, subletting or other transfer of Tenant's interest in this lease shall be for as additional rent hereunder, an amount equal to fifty percent (50%) of the then fair market value positive excess between all fixed rent and additional rent received by Tenant under the sublease or assignment (after reimbursement to Tenant of such interestall reasonable brokerage fees, reasonable attorney fees, reasonable tenant improvement allowances and any other subletting costs reasonably incurred by Tenant) and the Fixed Rent and additional rent to Landlord under this Lease. These covenants In the event the sublease is less than the full Premises hereunder, the above rent adjustment shall run with be equally prorated on a square foot basis. Notwithstanding the land and foregoing, Tenant shall bind Tenant and have the right, without Landlord's consent, to sublet, assign or otherwise transfer its interest in this Lease to any parent, affiliate or operating subsidiary of Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee subsidiary or affiliate of Tenant's parent, or to a corporation with which it may merge or consolidate, provided, however, that such sublessee, assignee, or transferee agrees to be bound by all the terms and provisions of this Lease and written documentation evidencing same is provided to Landlord. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having interest in this lease the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (all such assignees, sublessees and transferees being hereinafter referred to as "successors"other than an amount based on a fixed percentage or percentages of receipts or sales), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by and any such successors in contravention of this Paragraph. No assignmentpurported lease, subletting sublease, license, concession or other transferagreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession use, whether consented to by Landlord occupancy or not, shall relieve Tenant utilization of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder.Premises,

Assignment and Subletting. (a) Tenant shall not have sublet all or part of the right to Premises or assign, sublettransfer, transfer mortgage, pledge or encumber this lease, Lease or any interest therein, without the prior written consent of Landlord, which shall not be unreasonably withheld. Any attempted assignment, sublettingattempt by Tenant to sublease all or part of the Premises or to assign, transfer or encumbrance encumber this Lease shall (a) be void and (b) not relieve Tenant from the further performance of its obligations hereunder. Tenant hereby assigns, transfers and conveys to Landlord all amounts received by Tenant (whether denominated as rent or otherwise) pursuant to or in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignmentconnection with, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting actual or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee attempted assignment or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfersublease, whether consented to by Landlord or notmandated by judicial intervention, shall relieve Tenant including without limitation any amounts in excess of its liability hereunderthe Base Rent, and Xxxxxx agrees to deliver to Landlord such amounts within ten (10) days after receipt. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or Landlord may collect any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect such amounts directly from such assignee assignee, subtenant or subtenant all rents becoming due to Tenant under such assignment or sublease transferee and apply such rent the same against any sums the Base Rent and Additional Rent due to Landlord for Tenant hereunder, and no . No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's Xxxxxx’s obligations hereunder. Any subletting or assignment hereunder shall not release or discharge Tenant of or from any liability, whether past, present or future, under this Lease, and Tenant shall continue fully liable thereunder. The subtenant or subtenants or assignee shall agree in a form satisfactory to Landlord to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to the extent of the space sublet or assigned, and Tenant shall deliver to Landlord promptly after execution an executed copy of each such sublease or assignment and an agreement of compliance by each such subtenant or assignee. Consent by Landlord to any assignment of this Lease or to any subletting of the Premises shall not be a waiver of Landlord’s rights under this Article 10 as to any subsequent assignment or subletting.

Assignment and Subletting. 7.1 Tenant shall not sublet or permit occupancy of (collectively "sublease") the Premises or part thereof, or assign or otherwise transfer (collectively "assign") this Lease or any of Tenant's rights or obligations, without Landlord's prior written consent, which consent shall not be unreasonably withheld or conditioned. If Landlord fails to respond to Tenant's request for such consent within ten business days after receipt of the information specified in Section 7.3, then Landlord shall be deemed to have granted such consent. No assignment of this Lease may be effected by operation of law without Landlord's prior written consent. Any assignment or sublease, Landlord's consent thereto or Landlord's collection of rent from any assignee or subtenant shall not be construed as (a) Tenant shall not have the right to assign, sublet, transfer a waiver or encumber this lease, or any interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from liability hereunder, or (b) relieving Tenant, any assignee or subtenant from the further obligation of obtaining Landlord's prior written consent to any other assignment or sublease. Tenant assigns to Landlord any amount due from any assignee or subtenant as security for performance of Tenant's obligations hereunderpursuant to this Lease. Tenant directs each such assignee or subtenant to pay such amount directly to Landlord if such assignee or subtenant receives written notice from Landlord specifying that Tenant is in default under this Lease and that such amount shall be paid directly to Landlord. Each assignee and subtenant shall pay as so directed. Landlord's collection of such amount shall not be construed as an acceptance of such assignee or subtenant as a tenant or as a permitted assignee or subtenant. Tenant's obligations pursuant to this Lease shall be deemed to extend to any subtenant or assignee. Tenant shall cause each subtenant or assignee to comply with such obligations. Any assignee shall be deemed to have assumed obligations as if such assignee had originally executed this Lease and at Landlord's request shall execute promptly a document confirming such assumption. Each sublease is subject to the condition that if the Lease Term is terminated or Landlord succeeds to Tenant's interest in the Premises by voluntary surrender or otherwise, at Landlord's option the subtenant shall be bound to Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord as its landlord under the then executory terms of such sublease. Tenant shall not mortgage this Lease without Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole and absolute discretion. Tenant shall pay the costs (including reasonable attorneys' fees not to exceed $500.00 per request) incurred by Landlord in connection with Tenant's request for Landlord to consent to any assignment, sublease or mortgage.

Assignment and Subletting. The Tenant shall not, without the Landlord's prior written consent, which shall not be unresonably withheld, (a) Tenant shall not have the right to assign, subletconvey, mortgage, pledge, encumber or otherwise transfer (whether voluntarily or encumber otherwise) this lease, Lease or any interest thereinunder it; (b) allow any transfer thereof by operation of law except to a subsidiary, affiliate, or parent company or to a company with which Tenant merges; (c) sublet the Premises or any part thereof, or (d) permit the use or occupancy of the Premises or any part thereof by anyone other than the Tenant. Notwithstanding anything herein to the contrary, Tenant may assign or sublet the Premises or any potion thereof to any parent, affiliate or subsidiary of Tenant or any company with which Tenant merges without Landlord's consent as long as: a) The Real Estate Department of Tenant makes a good faith effort to inform Landlord as soon as possible as to the prior written consent effective date of Landlordthe assignment or subletting, b) if Tenant continues to exist as an entity, Tenant remains liable for the performance of Tenant's obligations hereunder. Any attempted Notwithstanding anything herein to the contrary, if United States or Georgia or other state securities laws and regulations prohibit disclosure of a pending merger or acquisition, Tenant may withhold notification of such merger or acquisition until it is legally permitted to disclose at which time Tenant shall promptly notify Landlord of the assignment or subletting. If the assignment, transfer, or subletting is approved and rents under the sublease are greater than the rents provided for herein, then Landlord shall have the further option either (a) to convert the sublease into a prime lease and receive all of the rents, in which case Tenant will be relieved of further liability hereunder and under the proposed sublease, or (b) to require Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents. If this Lease be assigned or if the Premises or any part thereof be sublet or occupied by anybody other than the Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, transfer occupancy or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute deemed a novation waiver of any of the Tenant's covenants contained in this Lease or the acceptance of such assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by tenant of Tenant's obligations hereundercovenants on the part of Tenant herein contained.

Assignment and Subletting. (a) Tenant Lessee shall not have the right to assign, sublet, transfer or encumber this lease, or any interest thereinnot, without the prior written consent of Landlord. Any attempted assignmentLessor, subletting, assign or in any manner transfer this Lease or encumbrance by Tenant in violation of the terms and covenants any estate or interest therein or permit any assignment of this Paragraph shall be void. All cash Lease or other proceeds any estate or interest therein by operation of any assignment, such proceeds as exceed law or sublet the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises Leased Property or any part thereof are or grant any license, concession or other right of occupancy of any portion of the Leased Property; except that, Lessee shall have the right, without the necessity of obtaining the consent of Lessor, (i) to assign the leasehold estate under this Lease to any parent, subsidiary or affiliate of Lessee; (ii) to sublet the Leased Property to any parent, subsidiary or affiliate of Lessee; and (iii) to sublet up to 80% of the rentable square feet of the Leased Property to any Person. Consent by Lessor to one or more assignments or sublettings shall not operate as a waiver of Lessor's rights as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Lessee and any guarantor of Lessee's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the Rent herein specified and for compliance with all of Lessee's other obligations under this Lease. If an Event of Default should occur and be continuing while the Leased Property or any part thereof is then assigned or sublet, LandlordLessor, in addition to any other remedies herein provided, as provided or provided by law, may at its option collect directly from such assignee assignee(s) or subtenant sublessee(s) all rents becoming due to Tenant Lessee under such assignment assignment(s) or sublease sublease(s) and apply such rent against any sums due to Landlord for Tenant hereunder, Lessor by Lessee hereunder and no Lessee hereby authorizes and directs any such assignee or sublessee to make such payments of rent direct to Lessor upon receipt of notice from Lessor. No direct collection by Lessor from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant Lessee or any guarantor of Lessee from the further performance of Tenant's its obligations hereunder. Receipt by Lessor of rent from any assignee, sublessee or occupant of the Leased Property shall not be deemed a waiver of the covenant in this Lease contained against assignment and subletting or a release of Lessee under this Lease. The receipt by Lessor to any such assignee or sublessee obligated to make payments of rent shall be a full and complete release, discharge and acquittance to such assignee or sublessee to the extent of any such amount of rent so paid to Lessor. Lessor is authorized and empowered, on behalf of Lessee, to endorse the name of Lessee upon any check, draft or other instrument payable to Lessee evidencing payment of rent or proceeds therefrom in accordance with the terms hereof.

Assignment and Subletting. (a) Tenant 7.01 Except as provided in this Lease, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not have the right to assign, sublet, transfer mortgage or encumber this leaseLease, nor underlet, nor suffer, nor permit the Demised Premises or any interest thereinpart thereof to be used or occupied by others, without the prior written consent of LandlordLandlord in each instance not to be unreasonably withheld, conditioned or delayed. Any attempted assignmentTenant shall reimburse Landlord as additional rent for any reasonable out of pocket expenses of Landlord associated with such review. If this Lease be assigned, subletting, transfer or encumbrance by Tenant in violation of if the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises Demised Premises or any part thereof are then assigned be underlet or subletoccupied by anybody other than Tenant, LandlordLandlord may, in addition to any other remedies herein providedbut shall not be obligated to, as provided after default by lawTenant, may at its option collect directly rents from such assignee the assignee, undertenant or subtenant all rents becoming due to Tenant under such assignment or sublease occupant, and apply such rent against any sums due the net amount collected to Landlord for Tenant hereunderthe rents herein reserved, and but no such assignment, underletting, occupancy or collection shall be construed to constitute deemed a novation waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant under this Lease, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Provided however, in the event of an assignment of the Lease to an entity having a net worth of $100 million or more as reasonably demonstrated to Landlord via a financial statement prepared pursuant to GAAP principles and certified by an accountant, and cash on hand equal to at least double the amount of Fixed Rent remaining for the Term and Renewal Term (if applicable) Tenant shall be deemed released from all liabilities and obligations under this Lease. The consent by Landlord to an assignment or underletting shall not be construed to relieve Tenant's obligations hereunder, or its assignee or subtenant, from obtaining the express consent in writing of Landlord to any further assignment or underletting if and to the extent required under this Lease. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance (which consent may not be unreasonably withheld, conditioned or delayed). In the event of any sublet, Tenant shall remain fully liable under this Lease.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, assign or otherwise transfer or encumber this leaseLease, or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any attempted assignment, subletting, transfer or of encumbrance by Tenant in violation of the terms and covenants of this Paragraph paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease Lease (all such assignees, sublessees and transferees being hereinafter referred to as "successorsTransferees"), by assuming Tenant's obligations hereunder hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors Transferees to which Landlord is entitled or otherwise in contravention of this ParagraphParagraph 15. No assignment, subletting or other transfer, whether or not consented to by Landlord or notpermitted hereunder, shall relieve Tenant of its liability hereunderunder this Lease. Upon If an Event of Default occurs while the occurrence of an "event of default" as hereinafter defined, If the premises Premises or any part thereof are then assigned or sublet, then Landlord, in addition to any other remedies herein provided, as provided or provided by law, may at its option collect directly from such assignee or subtenant Transferee all rents becoming due payable to the Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no . No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. If Landlord consents to any subletting or assignment by Tenant as hereinabove provided and any category of rent subsequently received by Tenant under any such sublease is in excess of the same category of rent payable under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then Landlord may, at its option, declare such excess rents under any sublease or such additional consideration for any assignment to be due and payable by Tenant to Landlord as additional rent hereunder. The following shall additionally constitute an assignment of this Lease by Tenant for the purposes of this Paragraph 15.: (i) if Tenant is a corporation, any merger, consolidation, dissolution or liquidation, or any change in ownership or power to vote of thirty percent (30%) or more of Tenant's outstanding voting stock; (ii) if Tenant is a partnership, joint venture or other entity, any liquidation, dissolution or transfer of ownership of any interests totaling thirty percent (30%) or more of the total interests in such entity; (iii) the sale, transfer, exchange, liquidation or other distribution of more than thirty percent (30%) of Tenant's assets, other than this Lease; or (iv) the mortgage, pledge, hypothecation or other encumbrance of or grant of a security interest by Tenant in this Lease, or of any of Tenant's rights hereunder. For the purposes of this Lease, the merger or sale of a division owned by Tenant shall not constitute an assignment under this Lease.

Assignment and Subletting. (a) Except as herein provided, Tenant shall may not have the right to assignassign this lease in whole or in part, sublet, transfer or encumber this lease, nor sublet all or any interest thereinportion of the Premises, without the prior written consent of Landlord and Ground Lease Landlord. Any attempted assignmentFurther, subletting, transfer or encumbrance by Tenant in violation of notwithstanding the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignmentforegoing, such proceeds as exceed the rentals called for hereunder in the case consent shall not be required if such assignment or sublease is from Tenant to a wholly owned subsidiary of Tenant or to a subletting and all cash or other proceeds of any other transfer wholly owned subsidiary of Tenant's interest in ’s parent, if any, provided that the Ground Lease Landlord has been consulted and is satisfied with the entity or entities guarantying the assignee’s performance under this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to Lease. The consent by Landlord or not, unless Ground Lease Landlord agrees to any assignment or subletting shall not constitute a waiver of the contrary in writing, and Tenant hereby assigns all rights it might have necessity for such consent to any subsequent assignment or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraphsubletting. No assignment, subletting under letting, occupancy or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subleasing includes those by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord, by its acceptance hereof, acknowledges that Tenant may mortgage or collaterally assign its interest in and to this Lease and the leasehold estate created hereunder to institutional lenders providing financing to Tenant's obligations , to Tenant’s parent, if any, or to any subsidiary or affiliate of Tenant provided that in the event of a foreclosure sale any purchaser of such interest must be approved in advance by the Landlord and Ground Lease Landlord. Notwithstanding any permitted assignment or transfer of this Lease or subletting of the Premises, Tenant shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions hereof or any rents or other sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of the Landlord in and to the Premises, and all right and interest of the Landlord in this Lease, may be conveyed, assigned or encumbered at the sole discretion of the Landlord at any time.

Assignment and Subletting. (a) Tenant shall not have the right to either voluntarily, or by operation of law, assign, sublettransfer, transfer mortgage, pledge, hypothecate or encumber this lease, Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use their Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, Tenant can transfer its rights to this Lease to a related entity provided Tenant owns in excess of 51% of the entity. Any attempted when Tenant requests Landlord's consent to such assignment or subletting, it shall notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide financial statements for the proposed assignee or subtenant. Landlord shall have the option (to be exercised within fifteen (15) business days from the submission of Tenant's request) to cancel this Lease as of the commencement date stated in the proposed sublease or assignment. If Landlord shall not exercise its option within the time set forth above, its consent to any proposed assignment or subletting shall not be unreasonably withheld. if Landlord approves an assignment or subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent, the difference, if any, between Rent plus Additional Rent allocable to that part of the Premises affected by such assignment or sublease pursuant to the provisions of this Lease, and the Rent and Additional Rent payable by the assignee or sublessee to Tenant, less reasonable expenses actually incurred by Tenant related to the sublease or assignment to include attorney fees, brokerage commission and construction costs as evidenced by receipted bills. A consent to one assignment, subletting, transfer occupation or encumbrance by use shall not be deemed to be a consent to any other or subsequent assignment, subletting, occupation or use and consent to any assignment or subletting shall in no way relieve Tenant in violation of the terms and covenants of any liability under this Paragraph Lease. Any assignment or subletting without Landlord's consent shall be void. All cash or other proceeds , and shall, at the option of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignmentconstitute a default under this Lease. In the event that Landlord shall consent to a sublease or assignment hereunder, subletting or other transfer is consented Tenant shall pay Landlord's reasonable fees, not to by Landlord or notexceed one hundred dollars per transaction, unless Landlord agrees incurred in connection with processing of documents necessary to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value giving of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunderconsent.

Assignment and Subletting. (a) A. Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignmentassignments, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If if the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as or provided by law, may at its option collect directly from form such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder.

Assignment and Subletting. Except as otherwise expressly provided below, Tenant shall not sublet the Leased Premises or any part thereof or transfer possession or occupancy thereof to any person, firm or entity or transfer or assign all or any part of this lease, nor shall any assignment or subletting hereof be affected by operation of law or otherwise without Landlord’s prior consent, which consent shall not be unreasonably withheld. If Tenant desires to sublet the Leased Premises or if Tenant desires to transfer or assign any of its rights under this lease, Tenant shall give to the Landlord 30 days written notice of Tenant’s intention to do so. Any provision of this lease to the contrary notwithstanding, Tenant shall have the right, at any time and from time to time upon 15 days prior written notice to Landlord but without Landlord’s consent to sublet all or a part of the Leased Premises or assign Tenant’s interest in this lease to any subsidiary, parent entity, or affiliate or entity under common control with Tenant or in connection with any merger, consolidation or sale of all or substantially all of the stock or assets of Tenant; provided, that (ai) Tenant shall remain primarily liable under this lease, (ii) any proposed assignee or sublessee shall assume, in a written instrument reasonably acceptable to Landlord, all of the obligations and undertakings of Tenant under this lease, (iii) no use shall be employed in connection with the Leased Premises other than the Approved Use; and (iv) Tenant shall not have the right to assign, sublet, transfer or encumber then be in default under this lease, or beyond any interest therein, without the prior written consent of Landlordapplicable notice and cure period. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in If this lease shall be paid to Landlord, whether such assignment, subletting is assigned or other transfer is consented to by Landlord or not, unless Landlord agrees to if the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises Leased Premises or any part thereof are then assigned sublet or subletoccupied by anybody other than Tenant as permitted above, LandlordLandlord may, in addition after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount so collected to any other remedies herein provided, as provided by law, may at its option collect directly the Rent due from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunderthis lease, and but no such assignment, subletting, occupancy or collection shall be construed to constitute deemed a novation waiver of any of Tenant’s covenants contained in this lease or the acceptance of such assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of its covenants under this lease. Notwithstanding anything to the contrary in this lease, any approved assignment of this lease shall also fully release Tenant from any and all liability under this lease from and after the date of such assignment. Further any such assignee, subtenant, or occupant shall unconditionally pay to Landlord all such rent in the event Landlord delivers notice to such assignee, subtenant, or occupant demanding the payment of rent to be made to Landlord. Such assignee, subtenant, or occupant may unconditionally rely upon any such notice it receives from Landlord and need not inquire or obtain Tenant's ’s consent thereto. Tenant shall pay or reimburse Landlord for all reasonable costs and expenses (including attorney’s fees and costs) incurred by Landlord in order to complete any such assignment or subletting as permitted under this section. Those costs and expenses shall be deemed to be Additional Rent under this lease. If the Leased Premises are sublet or assigned at a rental rate higher than the Rent required to be paid by Tenant, 50% of the difference between the rental rate due from such subtenant or assignee and the Rent due under this lease shall be paid by Tenant to Landlord after deduction therefrom of any leasing commissions and any alteration expenses actually incurred and paid for by Tenant in connection with such subletting or assignment. In addition to the foregoing, in no event may Tenant sublet all or any portion of the Leased Premises at a rental rate for Base Rent less than the Landlord’s asking rental rate for comparable space in the Building as determined by Landlord in Landlord’s reasonable discretion. Landlord shall have the right to assign or otherwise transfer any or all of its rights under this lease without Tenant’s approval; provided that such assignee or transferee assumes all of the Landlord’s obligations hereunderunder this lease whether accruing before or after any such assignment or transfer.

Assignment and Subletting. (a) The Tenant shall agrees not have the right to assign, sublet, transfer or encumber this leasetransfer, or mortgage this lease or any right or interest therein, or sublet the Leased Premises or any part thereof, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer No assignment or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run made with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee consent of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability obligations hereunder, and Tenant shall continue to be liable as a principal (and not as a guarantor or surety to the same extent as though no assignment or sublease had been made. Consent by Landlord to an assignment or sublease shall not be construed to be consent to any additional assignment or subletting. Each such successive act shall require similar consent of Landlord. Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a result of Tenant's request for consent to any such assignment or subletting. In the event Tenant subleases the Leased Premises, or any portion thereof, or assigns this Lease with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as hereinafter defineddefined below, If the premises if all or any part thereof of the Leased Premises are then assigned or sublet, LandlordLandlord may, in addition to any other remedies herein provided, as provided by this lease or provided by law, may at its option collect directly from such the assignee or subtenant all rents becoming due to Tenant under Tenant. Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such assignment sums. Any collection directly by Landlord from the assignee or sublease and apply such rent against any sums due to Landlord for Tenant hereundersubtenant shall not be construed, and no such collection shall be construed however, to constitute a novation or a release of Tenant from the further performance of Tenantits obligations under this lease. Notwithstanding the foregoing, it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et esq. (the "Bankruptcy Code"), any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Lessor, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations hereunderarising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.

Assignment and Subletting. (a) A. Tenant shall not have the right to assignassign or pledge this Lease or to sublet the whole or any part of the leased premises, sublet, transfer whether voluntarily or encumber this leaseby operation of law, or any interest thereinpermit the use or occupancy of the leased premises by anyone other than Tenant, without the prior written consent of Landlord, such consent not to be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Any attempted In the event Tenant desires to sublet the leased premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the leased premises if the rent is determined in whole or in part based upon the income or profits derived by the sublessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, transfer or encumbrance by Tenant in violation shall at all times remain directly, primarily and fully responsible and liable for the payment of the terms rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunderhis Lease. Upon the occurrence of an "event of default" (as hereinafter defined), If if the leased premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided or provided by law, may may, at its option option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord.

Assignment and Subletting. Xxxxxx agrees not to assign or sublet this Lease without first obtaining on each occasion the consent in writing of Lessor (which consent shall not be unreasonably withheld, conditioned or delayed) and to reimburse Lessor promptly for reasonable legal expenses incurred by Lessor in connection with any request by Lessee for such consent (including, but not limited to, legal expenses incurred in connection with review and negotiation of any such proposed assignment or sublease). Lessee shall not offer or solicit offers to sublease or assign the Leased Premises or any portion thereon on rental terms that are below the then market rental terms without first obtaining Lessor’s written consent which shall not be unreasonably withheld, conditioned or delayed. If Lessee requests Xxxxxx’s consent to an assignment or subletting, then Lessee shall provide Lessor with a written description of all terms and conditions of the proposal, copies of the proposed documentation, and the following information about the proposed assignee/sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Leased Premises; banking, financial and other credit information; and general references sufficient to enable Lessor to determine the proposed assignee’s/sublessee’s creditworthiness and character. Notwithstanding anything contained herein, one-half of any rent received by Lessee in excess of the Rent payable by Lessee under Lease resulting from an assignment of lease or sublet of space will be paid as Additional Rent to Lessor. In the event Lessee notifies Lessor in writing of its intention to assign or sublet more than 50% of this Lease, Lessor shall have the right within thirty (30) days of receipt of such written notice from Lessee to terminate this Lease with respect to the portion of the Leased Premises intended to be so sublet, and recapture said portion of the Leased Premises with rights of access thereto. Lessee may, without Xxxxxx’s consent, assign this Lease to a corporation or other entity owning a controlling interest in the voting capital stock of Lessee or to a corporation or other entity into which Lessee is merged, provided (a) Tenant shall not have the right to assign, sublet, transfer Lessee gives Lessor prior written notice thereof and (b) such corporation or encumber this leaseother entity thereupon assumes in writing all of Lessee’s obligations hereunder, or sublet to an affiliate. No assignment or subletting shall in any interest thereinway impair the continuing primary liability of Lessee hereunder, without the prior written and no consent of Landlord. Any attempted assignment, subletting, transfer to any assigning or encumbrance by Tenant subletting in violation a particular instance shall be deemed to be a waiver of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed obligation to obtain the rentals called for hereunder Lessor’s approval in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereundersubletting.

Assignment and Subletting. (a) Except with respect to Permitted Transfers, Tenant shall not have the right to assign, subletsublease, transfer or encumber this lease, Lease or any interest thereintherein (any assignment, sublease, transfer, or encumbrance is referred to herein as a “Transfer”) without Landlord’s prior written consent, which consent shall not be unreasonably withheld. Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. With respect to any assignment and any subletting, Tenant shall pay to Landlord, immediately upon receipt thereof, one-half of all compensation received by Tenant for such Transfer that exceeds the Base Rental allocable to the portion of the Premises covered thereby after Tenant recovers from such excess Tenant’s reasonable and actual out-of-pocket expenses incurred in assigning or subletting the space for brokerage commissions, legal fees, advertising costs, tenant improvements and other customary tenant inducements. If no Event of Default has occurred and is continuing, Tenant may assign this Lease without the prior written consent of LandlordLandlord (i) to a parent of Tenant or a subsidiary of Tenant, (ii) in connection with the merger, acquisition, consolidation or reorganization of Tenant, (iii) the sale or offering of capital stock of Tenant, or (iv) the sale of all or substantially all of Tenant’s assets, so long as, with respect to any assignment referred to in the preceding clauses (i) through (iv), the assignee has the creditworthiness and financial wherewithal that is equal to or greater than Tenant’s on the date of this Lease and intends to use the Premises in a comparable manner to Tenant’s use. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease must be in writing and apply Tenant shall have provided Landlord with copy of the executed copy of assignment or sublease within ten days after the date of such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation sublease or a release of Tenant from the further performance of Tenant's obligations hereunderassignment.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest thereinnot, without the prior written consent of Landlord, which consent shall not be unreasonably be withheld or delayed, assign this Lease or sublet the Demised Premises or any portion thereof. Any attempted assignment, assignment or subletting shall be expressly subject to all terms and provisions of this Lease. In the event of any assignment or subletting, transfer Tenant shall remain fully liable for the full performance of all Tenant’s obligations under this Lease. Tenant shall not assign its rights hereunder or encumbrance sublet the Demised Premises without first obtaining a written agreement from assignee or sublessee whereby assignee or sublessee agrees to be bound by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this ParagraphLease. No assignment, such assignment or subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant constitute a novation. In the event of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If default while the premises or any part thereof Demised Premises are then assigned or sublet, Landlord, in addition to any other remedies provided herein provided, as provided or by law, may at its option Landlord’s option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease of subletting and apply such rent against any sums due to Landlord for Tenant hereunder, and no . No direct collection by Landlord from any such collection assignee or subtenant shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's its obligations hereunder. Fifty percent of any excess rent over the Base Rent paid by any assignee or subtenant hereunder shall be paid over to Landlord as Additional Rent. Notwithstanding the foregoing, Tenant shall be entitled to assign this Lease to a parent, or wholly owned subsidiary upon notice to Landlord.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer assign or encumber hypothecate this lease, Lease or sublet all or any interest therein, part of the Premises without the prior written consent of Landlord. Any attempted assignmentIf Tenant wishes to assign or sublet the Premises, it shall give notice in writing (by certified mail or by personal delivery) of such intention to Landlord and, thereupon, Landlord shall, within thirty (30) days of receipt of such notice, have the right to unilaterally terminate this Lease or to approve said subletting by written notice to Tenant. If no notice is given by Landlord, Landlord will be deemed to have elected to approve the assignment or subletting. If the assignment or subletting is approved and rents under the sublease are greater than the rents provided for herein, transfer or encumbrance by Tenant in violation then Landlord shall have the further option either (a) to convert the sublease into a prime Lease and receive all of the terms rents, in which case Tenant will be relieved of further liability hereunder and under the proposed sublease, or (b) to require Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents. If the assignment or subletting is approved and rents under the sublease are less than the rents provided for herein, Tenant shall remain liable under all the covenants and conditions of this Paragraph shall be voidLease. All cash Landlord may withhold its consent to any proposed assignee or other proceeds of any assignmentsubtenant which in Landlord's judgment (a) would conflict with the tenancy, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash use or other proceeds business of any other transfer tenant or the tenant mix of the Center, (b) has a net worth and/or credit history inferior to that of Tenant's interest , or (c) is currently a tenant or negotiating for space in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunderCenter.

Assignment and Subletting. (a) Except as hereinafter provided (and then only in compliance with the terms hereof), the Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest thereinnot, without the prior written consent of Landlordthe Landlord in each instance, assign or sublease any right or interest herein or in any Theatre Property or Element thereof; provided, however, that there shall be no assignment or right to assign less than all of Tenant's rights and interest hereunder. Any attempted assignmentThe Tenant shall not, subletting, transfer or encumbrance by Tenant in violation without the prior written consent of the terms Landlord in each instance, sublease or otherwise relinquish possession of any Parcel of Property, Theatre Improvements or Unit of Equipment, except that the Tenant may relinquish possession of Theatre Improvements or Equipment to any contractor for use in performing work for the Tenant on such Theatre Improvements or Equipment; provided, that such relinquishment of possession shall in no way affect the obligations of the Tenant or the rights of the Landlord hereunder with respect to such Theatre Improvements or Equipment. If permitted under the applicable Site Lease(s), (i) the Landlord shall not unreasonably withhold or delay its consent under this paragraph (a) to any assignment of all but not less than all of Tenant's rights and covenants interest hereunder or any sublease, (ii) no consent of this Paragraph Landlord shall be void. All cash required for any assignment or other proceeds sublease to Parent or any controlled Affiliate of Parent provided Parent shall have confirmed in writing that the Lease Guaranty is applicable to and covers the obligations and liabilities of such assignee as if originally named in such Lease Guaranty, and (iii) no consent of Landlord shall be required for any assignmentassignment or sublease to Reading or any controlled Affiliate of Reading provided, such proceeds as exceed the rentals called for hereunder in the case of an assignment or sublease to such an Affiliate, either Parent shall have confirmed in writing that the Lease Guaranty is applicable to and covers the obligations and liabilities of such assignee as if originally named in such Lease Guaranty or Reading shall have provided a subletting and all cash or other proceeds of any other transfer of Lease Guaranty. In the event Landlord consents to Tenant's interest subletting hereunder in any instance, (A) the sublease shall expressly be made subject and subordinate to the provisions hereof, shall by its terms be subject to termination upon the termination for any reason of this lease Lease and shall be paid to Landlordexpressly provide for the surrender of the applicable Parcel of Property, whether such assignment, subletting Theatre Improvements or other transfer is consented to Unit of Equipment by the sublessee at the election of the Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon Pledgee after the occurrence of an "event Event of default" as hereinafter definedDefault hereunder, If (B) no sublease shall modify or limit any right or power of the premises Landlord or Pledgee hereunder or affect or reduce any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for obligation of the Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such collection subletting had been made, and (C) any sublease made otherwise than as expressly permitted by this paragraph (a) shall be construed to constitute a novation or a release void and of Tenant from the further performance of Tenant's obligations hereunderno force and effect.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest thereinnot, without the prior written consent of Landlord, which consent not to be unreasonably withheld (i) assign or in any manner transfer this Lease or any estate or interest therein, or (ii) permit any assignment of this Lease or any estate or interest therein, by operation of law, or (iii) sublet the leased Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy of any portion of the leased Premises, or (v) permit the use of the leased Premises by any parties other than Tenant, its agents and employees and any such act without Landlord’s prior written consent shall be void and of no effect. Any attempted assignment, Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, transfer or encumbrance by Tenant in violation and any guarantor of Tenant’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the terms rent herein specified and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and compliance with all cash or other proceeds of any other transfer of Tenant's interest in ’s other obligations under this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to LandlordLease. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for If an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" , as hereinafter defined, If should occur while the premises leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided or provided by law, may at its option collect directly from such assignee or subtenant sublessee all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for by Tenant hereunder, and no Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of Tenant's its obligations hereunder. Receipt by Landlord of rent from any assignee, sublessee or occupant of the leased Premises shall not be deemed a waiver of the covenant of this Lease contained against assignment and subletting or a release of Tenant under this Lease. The receipt by Landlord from any such assignee or sublessee obligated to make payments of rent shall be a full and complete release, discharge, and acquittance to such assignee or sublessee to the extent of any such amount of rent so paid to Landlord. Landlord is authorized and empowered, on behalf of Tenant, to endorse the name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment of rent, or any part thereof, and to receive and apply the proceeds therefrom in accordance with the terms hereof. Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the leased Premises.

Assignment and Subletting. (a) Tenant shall not have the right Not to assign, sublet, transfer assign or encumber this lease, sublet all or any interest therein, portion of the Premises without the prior written consent of Landlordthe Landlord which consent shall not be unreasonably withheld or delayed. Any attempted assignment, subletting, transfer In the event Landlord consents to a subletting or encumbrance by Tenant in violation assignment of all or any portion of the terms and covenants of this Paragraph Premises, it shall be void. All cash or other proceeds a condition of any assignmentsuch subletting or assignment that the sublessee or assignee agree in writing with Landlord to be bound by each and every term, such proceeds as exceed the rentals called for hereunder in the case of a subletting covenant and all cash or other proceeds of any other transfer of Tenant's interest condition contained in this lease Lease. Tenant shall have the right, without Landlord’s consent, to assign this Lease to an entity controlling, controlled by or under common control with Tenant or to a corporation into which Tenant is merged or consolidated so long as, on the completion of such merger, consideration, acquisition or assumption, the successor has a net worth not less than the Tenant’s net worth, immediately prior to such merger, consolidation, acquisition or assumption. No assignment or subletting shall relieve the Tenant of its obligations hereunder. It shall be paid a condition to Landlord, whether any assignment that the assignee shall agree to be bound by all obligations of the Tenant coming due after such assignment, subletting assignment and that Landlord may rely on such agreement. If for any assignment or other transfer is sublease consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and hereunder Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting receives rent or other transfer consideration, either initially or over the Term of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply in excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent against any sums due fairly allocable to the part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and after deduction for reasonable expenses of Tenant in connection with the assignment or sublease, to pay to Landlord for as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunderpromptly after its receipt.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer assign this Lease or encumber this leaseany of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the Premises or any interest thereinpart thereof, without (i) the prior written consent of Landlord. Any attempted assignment, sublettingwhich consent shall not be unreasonably withheld, conditioned or delayed No assignment or transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall Lease may be void. All cash effected by operation of law or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to otherwise without Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord’s prior written consent. Any assignment, subletting or other transfer occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of Tenant's interest in this lease rent from any assignee, subtenant or occupant, shall not be for an amount equal to the then fair market value construed as a waiver or release of such interest. These covenants Tenant from liability hereunder (if being understood that Tenant shall run with the land at all times remain primarily liable as a principal and not as a guarantor or a surety) and shall bind not be construed as relieving Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in or any bankruptcy proceeding, successors and assigns. Any assignee, sublessee subtenant or transferee occupant from the obligation of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred obtaining Landlord’s prior written consent’ to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No any subsequent assignment, subletting or other transferoccupancy. Tenant assigns to Landlord any sum due from any assignee, whether consented subtenant or occupancy of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such sum directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee, subtenant or occupant as a tenant nor a waiver of any default hereunder by Tenant. All restrictions and obligations imposed pursuant to this Lease on Tenant or the use and occupancy of the Premises shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall not mortgage or hypothecate this Lease without Landlord’s written consent, which consent may be granted or withheld in Landlord’s sole and absolute discretion. Tenant shall pay the expenses (including attorney’s fees and hourly fees for Landlord’s employees and agents) incurred by Landlord or not, shall relieve Tenant of in connection with reviewing Tenant’s request for Landlord to give its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition consent to any other remedies herein providedassignment, as provided by lawsubletting, may at its option collect directly occupancy or mortgage, and Landlord’s receipt of reimbursement for such expenses from such assignee or subtenant all rents becoming due Tenant (not to Tenant under such assignment or sublease and apply such rent against any sums due exceed five hundred dollars ($500.00)) shall be a condition to Landlord for Tenant hereunderproviding its consent to such assignment, and no such collection shall be construed to constitute a novation subletting, occupancy or a release of Tenant from the further performance of Tenant's obligations hereundermortgage.

Assignment and Subletting. (a) A. Tenant shall not have the right to assignassign or pledge this Lease or to sublet the whole or any part of the Leased Premises, sublet, transfer whether voluntarily or encumber this leaseby operation of law, or any interest thereinpermit the use or occupancy of the Leased Premises by anyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented (which consent shall not be unreasonably withheld). Any attempted In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Leased Premises if the rent is determined in whole or in part based upon the income or profits derived by the sub-lessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, transfer or encumbrance by Tenant in violation shall at all times remain directly, primarily and fully responsible and liable for the payment of the terms rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunderhis Lease. Upon the occurrence of an "event of default" (as hereinafter defined), If if the premises Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided or provided by law, may may, at its option option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord.

Assignment and Subletting. (a) A. Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignmentassignments, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If if the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as or provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder.

Assignment and Subletting. (a) Tenant shall not have the right assign or hypothecate this Lease to assign, sublet, transfer a non-related entity or encumber this lease, sublet all or any interest therein, part of the Premises to a non-related entity without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any attempted assignmentTenant shall give notice in writing (by certified mail or by personal delivery) of any intention to assign this Lease or sublet the Premises to Landlord and, sublettingthereupon, transfer Landlord shall, within thirty (30) days of receipt of such notice, have the right to unilaterally terminate this Lease or encumbrance to approve said assignment or subletting by Tenant in violation written notice to Tenant. If the assignment or subletting is approved and rents under the sublease are greater than the rents provided for herein, then Landlord shall have the further option either (a) to convert the sublease into a prime Lease and receive all of the terms rents, in which case Tenant will be relieved of further liability hereunder and under the proposed sublease, or (b) to require Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents. If the assignment or subletting is approved and rents under the sublease are less than the rents provided for herein, Tenant shall remain liable under all the covenants and conditions of this Paragraph shall be voidLease. All cash Landlord may withhold its consent to any proposed assignee or other proceeds of any assignmentsubtenant which in Landlord's judgment (a) would conflict with the tenancy, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash use or other proceeds business of any other transfer tenant or the tenant mix of the Center, (b) has a net worth and/or credit history inferior to that of Tenant's interest , or (c) is currently a tenant or negotiating for space in this lease shall be paid to Landlordthe Center. Tenant may assign or sublet the Premises, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or subletportion thereof, without Landlord's consent, in addition to any other remedies herein providedrelated entity which controls, as is controlled by or is under common control with Tenant, provided by law, may at its option collect directly from such that said assignee or subtenant all rents becoming due to assumes, in full, the obligations of Tenant under this Lease. However, it is understood and agreed that any such assignment or sublease and apply such rent against shall not, in any sums due to Landlord for Tenant hereunderway, and no such collection shall be construed to constitute a novation affect, limit or a release of Tenant from the further performance of relieve Tenant's obligations hereunderobligation under the terms of this Lease. Tenant or Tenant's agent shall not display signs for sublease on the Premises.

Assignment and Subletting. (a) Tenant shall not have the right to either voluntarily, or by operation of law, assign, subletor transfer this Lease or, transfer or encumber this lease, or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (employees, agents, servants, and invitees of Tenant excepted) to occupy or use the said Premises, or any portion thereof, without first obtaining the written consent of Landlord, which consent may not be unreasonably withheld. Consent to one assignment or sublease shall not constitute a waiver of this provision, and all later assignments and subleases shall likewise be made only upon prior written consent of Landlord. Any attempted assignment, Assumption agreements shall be in a form reasonably acceptable to Landlord. In the event of any assignment or subletting, transfer or encumbrance by Tenant in violation shall nevertheless at all times remain fully responsible and liable for the payment of the terms rent herein specified and for compliance with all Tenant's other obligations under the terms, provisions and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunderLease. Upon the occurrence of an "event of default" a default beyond applicable notice and cure periods as hereinafter definedprovided, If if the demised premises or any part portion thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided or provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for it by Tenant hereunder, ; and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's its obligations hereunder. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any such assignment or subletting without such consent shall be void, and shall, at the option of Landlord, constitute a default under the terms of this Lease. Landlord reserves the right to assign its interest under this Lease. Upon receipt of notice of any assignment by Landlord, Tenant shall fulfill each and every obligation and make all payments required under this Lease to such assignee, and Tenant further agrees that upon receipt of notice of any assignment by Landlord, Tenant will execute any acknowledgment, consent or attornment agreement that said assignee may require. This Lease and the covenants and conditions herein contained shall inure to the benefit and be binding upon Landlord, its successors and assigns, and shall be binding upon Tenant, its successors and assigns, and shall inure to the benefit of Tenant and only such assignees of Tenant to whom an assignment by Tenant has been consented to in writing by Landlord.

Assignment and Subletting. (a) Except as specified herein, Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest thereinnot, without the prior written consent of Landlord. Any attempted assignment, sublettingwhich may be withheld in Landlord's reasonable discretion, (i) assign or in any manner transfer this Lease or encumbrance by Tenant in violation of the terms and covenants any estate or interest therein, (ii) permit any assignment of this Paragraph shall be void. All cash Lease or other proceeds any estate or interest therein by operation of any assignmentlaw, such proceeds as exceed (iii) sublease the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises Premises or any part thereof are then assigned thereof, (iv) grant any license, concession or subletother right of occupancy of any portion of the Premises, or (v) permit the use of the Premises by any parties other than Tenant, its agents and employees. Any such consent, transfer, sublease, grant or permit made without Landlord, in addition 's prior written consent shall be absolutely void. Consent by Landlord to one or more assignments or subleases shall not operate as a waiver of Landlord's right as to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such subsequent assignments and sublessee. Notwithstanding any assignment or sublease subleasing, Tenant and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance guarantor of Tenant's obligations hereunderunder this Lease shall, at all times, remain fully responsible and liable for the payment of the rent herein specified and for compliance with all the Tenant's other obligations under this Lease. Moreover, in the event that the rental due and payable under any sublease (or a combination of the rental payable under any sublease plus any bonus or other consideration therefor or incidental thereto) exceeds the rental payable under this Lease, or if with respect to a permitted assignment, permitted license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord all such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee, as the case may be.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest thereinnot, without the prior written consent of Landlord. Any attempted assignment, sublettingwhich consent shall not be unreasonably withheld, conditioned or delayed, assign this Lease or any interest herein or in the Demised Premises, or mortgage, pledge, encumber, hypothecate or otherwise transfer or encumbrance by Tenant in violation sublet the Demised Premises or any part thereof or permit the use of the terms Demised Premises by any party other than Tenant. Consent to one or more such transfers or subleases shall not destroy or waive this provision, and covenants all subsequent transfers and subleases shall likewise be made only upon obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing prohibition, in no event shall Tenant assign this Paragraph Lease or any interest herein, whether directly, indirectly or by operating of law, or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises or any part thereof by any party (i) if the proposed assignee or subtenant is a party who would (or whose use would) detract from the character of the Building as a first-class building, such as, without limitation, a dental, medical or chiropractic office or a governmental office, (ii) if the proposed use of the Demised Premises shall involve an occupancy rate of more than one (1) person per 200 square feet of Rentable Floor Area within the Demised Premises, (iii) if the proposed assignment or subletting shall be void. All cash to a governmental subdivision or other proceeds agency or any person or entity who enjoys diplomatic or sovereign immunity, (iv) if such proposed assignee or subtenant is an existing tenant of any assignmentthe Building, or (v) if such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such proposed assignment, subletting or use would contravene any restrictive covenant (including any exclusive use) granted to any other transfer is consented to by Landlord tenant of the Building. Sublessees or not, unless Landlord agrees to transferees of the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer Demised Premises for the balance of Tenant's interest in this lease the Lease Term shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability become directly liable to Landlord for all amounts paid to persons other than Landlord by such successors in contravention obligations of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation without relieving Tenant (or a release of Tenant from the further performance any guarantor of Tenant's obligations hereunder.) of any liability therefor, and Tenant shall remain obligated for all liability to Landlord arising under this Lease during the entire remaining Lease Term. Landlord may, as a prior condition to considering any request for consent to an assignment or sublease, require Tenant to obtain and submit current financial statements of any proposed subtenant or assignee. In the event Landlord consents to an assignment or sublease, Tenant shall pay to Landlord a fee to cover Landlord's accounting costs plus any legal fees actually incurred by Landlord as a result of the assignment or sublease, such legal fees charged to Tenant not to exceed Five Hundred and No/100 Dollars ($500.00) per occurrence or request. Landlord may require an additional security deposit from the assignee or subtenant as a condition of its consent. Fifty percent (50%) of any net costs of subletting (including alteration or modification of the Demised Premises) consideration, in excess of the Rent and other charges and sums due and payable by Tenant under this Lease, paid to Tenant by any assignee of this Lease for its assignment, or by any sublessee under or in connection with its sublease, or otherwise paid to Tenant by another party for use and occupancy of the Demised Premises or any portion thereof, shall be promptly remitted by Tenant to Landlord as additional rent hereunder and Tenant shall have no right or claim thereto as

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest thereinnot, without the prior written consent of Landlord. Any attempted assignment, sublettingwhich shall not be unreasonably withheld (i) assign or in any manner transfer this Lease or any estate or interest therein, transfer or encumbrance (ii) permit any assignment of this Lease or any estate or interest therein by Tenant in violation operation of law, or (iii) sublease the Premises or any part thereof, or (iv) grant any license, concession, or other right of occupancy of any portion of the terms Premises, or (v) permit the use of the Premises by any parties other than Tenant, its agents and covenants employees. Consent by Landlord to one or more assignments shall not operate as a waiver of this Paragraph shall be voidLandlord’s rights as to any subsequent assignments. All cash or other proceeds of Notwithstanding any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting Tenant and all cash or other proceeds of any other transfer guarantor of Tenant's interest in ’s obligations under this lease Lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to at all times remain fully responsible and liable for the contrary in writing, payment of the rent herein specified and Tenant hereby assigns for compliance with all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in ’s other obligations under this lease shall be for an amount equal to the then fair market value of such interestLease. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in If any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If default should occur while the premises Premises or any part thereof are then assigned or subletassigned, Landlord, in addition to any other remedies herein provided, as provided or provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease assignment, and apply such rent against any sums due to Landlord for by Tenant hereunder, and no Tenant hereby authorizes and directs any such assignee to make such payments of rent direct to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee shall be construed to constitute a novation release of Tenant or a release any guarantor of Tenant from the further performance of Tenant's its obligations hereunder. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this paragraph shall be void and constitute an event of default under this Lease.

Assignment and Subletting. (a) Tenant shall not have the right to assignassign or pledge this Lease or to sublet the whole or any part of the Premises, sublet, transfer whether voluntarily or encumber this leaseby operation of law, or any interest thereinpermit the use or occupancy of the Premises by anyone other than Tenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Any attempted assignmentThe foregoing prohibition includes, sublettingwithout limitation, any subletting or assignment that would otherwise occur by merger, consolidation, reorganization, transfer or encumbrance by other change in Tenant’s corporate, partnership or other proprietary structure. Notwithstanding any permitted assignment or subletting, Tenant in violation shall at all times remain directly, primarily and fully responsible and liable for the payment of the terms Rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. If Tenant assigns this Lease or sublets all or a portion of the Premises without first obtaining Landlord’s consent, as required by this Paragraph 11(a), said assignment or sublease shall be voidnull and void and of no force or effect. All cash or other proceeds of any Landlord’s consent to an assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting sublease or other transfer of Tenant's any interest of Tenant in this lease Lease or in the Premises shall not be deemed to be a consent to any subsequent assignment, transfer, use or occupation. For the purposes of this Xxxxxxxxx 00, Xxxxxxxx shall be for an amount equal deemed to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred have acted reasonably if it withholds its consent to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such a proposed assignment or sublease if (i) the creditworthiness of the proposed assignee or sublessee is less than the greater of (A) Tenant’s net worth as of the date of this Lease; or (B) a net worth of at least the net worth of tenants to whom Landlord is then in the process of leasing similar square footage in the Building, it being understood and apply agreed that if Landlord is then requiring new tenants of such rent against any sums due similar spaces to enhance their credit by virtue of security deposits, letters of credit or similar vehicles, Landlord for Tenant hereunder, and no may require that the proposed assignee or sublessee comply with such collection shall be construed to constitute credit enhancement requirements; and/or (ii) the assignee or sublessee is a novation tenant of Landlord in the Building or a release prospective tenant of the Building then working with Landlord or Landlord’s leasing agent. Landlord shall have no obligation to review or agree to any assignment or sublease request if Tenant from the further performance of Tenant's obligations hereunderis then in default under this Lease.

Assignment and Subletting. (a) This provision shall apply to all transfers by operation of law or through mergers and changes in controlling stock ownership of Tenant. Tenant shall not have the right to assign, sublet, transfer or encumber this lease, assign all or any part of its interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer under this Lease nor sublet all or encumbrance by Tenant in violation any part of the terms and covenants Premises without first obtaining Landlord’s consent in writing. Landlord’s consent to an assignment of this Paragraph Lease or sublease of the Premises shall not be voidunreasonably withheld, conditioned or delayed. All cash Landlord may condition its consent on reasonable conditions. Should Landlord withhold its consent to a proposed assignment or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in ’s rights under this lease Lease (each a “Transfer”) for any of the following reasons, the withholding of consent shall be paid deemed reasonable: (a) conflict or incompatibility of the proposed use with uses appropriate in a flex/office project; (b) financial inadequacy of the proposed transferee 8 as reasonably determined by Landlord; (c) any proposed change in use which would diminish the professional nature of the Building or of the other businesses located in the Project; (d) the proposed use would adversely impact the use of the common facilities by other tenants of the Project; (e) Tenant is then in default of the Lease beyond any applicable cure period; and (f) any other reasonable criteria. No Transfer shall result in Tenant being released from any obligation under this Lease. As a condition to Landlord’s prior written consent, whether such assignmentthe transferee shall agree in writing to comply with and be bound by all of the terms, subletting or other transfer is consented to by Landlord or notcovenants, unless Landlord agrees to the contrary in writingconditions, and other provisions of this Lease and Tenant hereby assigns shall deliver to Landlord promptly after execution an executed copy of all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value agreements of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), compliance by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragrapheach transferee. No assignment, subletting or other transfer, whether consented to by Landlord or not, assignment shall relieve Tenant of its liability hereunderobligation to pay Rent or perform the other obligations required by this Lease and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. Upon If Tenant assigns this Lease or sublets the occurrence Premises for an amount in excess of the rent called for by this Lease, or receives other consideration for a subletting or assignment, such excess rent or other consideration (after first deducting reasonable leasing costs such as brokerage commissions, tenant improvement costs and legal fees) shall be paid to Landlord promptly as it is received by Tenant. Notwithstanding anything to the contrary in this Section 12.1 and so long as Tenant provides Landlord written notice of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such applicable assignment or sublease within five (5) business days following the effective date of such applicable assignment or sublease, no prior written consent of Landlord shall be required for any assignment or sublease with a corporation into or with which Tenant is merged or consolidated or with an entity to which all or substantially all of Tenant’s assets are transferred, provided (x) such merger, consolidation or transfer of assets is for a valid business purpose and apply such rent against any sums due to Landlord not principally for Tenant hereunderthe purpose of transferring the leasehold estate created hereby, and no such collection shall be construed (y) the assignee or successor entity has a net worth (determined in accordance with generally accepted accounting principles consistently applied) at least equal to constitute a novation or a release in excess of the net worth of Tenant from the further performance of Tenant's obligations hereunderimmediately prior to such merger, consolidation or transfer and Landlord has been provided with reasonable proof thereof prior to such transaction.

Assignment and Subletting. (a) Tenant shall not have may assign this Lease in whole or in part or sublease the right Property, in whole or in part, to assign, sublet, transfer or encumber this leaseits parent corporation, or to a successor of all of its business and assets, or to an affiliate corporation, or a partner owning not less than a thirty-five percent (35%) partnership interest in Tenant. This Lease may not otherwise be assigned by Tenant nor shall Tenant sublease the whole or any interest therein, part of the Property without the prior written consent of Landlordthe Landlord which shall not 40 41 be unreasonably withheld or delayed. Any attempted assignmentunauthorized assignment or subletting will be null and void, ab intitio. Consent by Landlord to one or more assignments or sublettings shall not operate as a consent to, or a waiver of Landlord's right with respect to, any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, transfer or encumbrance by Tenant in violation shall at all times remain fully responsible and liable for the payment of the terms Rent and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and compliance with all cash or other proceeds of any other transfer of Tenant's interest in other obligations under this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to Lease. If an Event of Default should occur while the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises Property or any part thereof are is then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided or provided by law, may at its option collect directly from such assignee or subtenant all rents payments becoming due to Tenant under such assignment or sublease and apply such rent payments against any sums due to Landlord for by Tenant hereunder, and no Tenant hereby authorizes and directs any such assignee or subtenant to make such payments directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or subtenant shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's its obligations hereunder. Receipt by Landlord of payments from any assignee, subtenant or occupant of the Premises shall not be deemed a waiver of the covenant in this Lease against assignment and subletting, or a release of Tenant under this Lease. The receipt by Landlord from any such assignee or subtenant obligated to make payments shall be a full and complete release, discharge, and acquittance to such assignee or subtenant to the extent of any such amount so paid to Landlord. If Tenant requests Landlord's consent, which shall not be reasonably withheld, to an assignment of the Lease or subletting of all or part of 41 42 the Property, it shall submit to Landlord, in writing, the name of the proposed assignee or subtenant and the nature of the business of the proposed assignee or subtenants, the term, use, and other particulars of the proposed subletting or assignment, including without limitation, evidence satisfactory to Landlord that the proposed subtenant or assignee is financially responsible.

Assignment and Subletting. (a) Tenant Guest shall not have assign this Lease or sublet the right to assign, sublet, transfer or encumber this lease, or any interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises Premises or any part thereof are then assigned without the written consent of Host, which consent shall not be unreasonably withheld or subletdelayed. Any other provision of this Paragraph to the contrary notwithstanding, LandlordHost shall not be required to give its consent to an assignment or subletting of the leased Premises, in addition to or any other remedies herein providedpart thereof, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under if the effect of such assignment or subletting would be to create a profit of more than 50% of the Rental income for the Guest after deducting Guests costs to sublet. In such cases, any profit from the assignment or subletting shall be paid 50% to the Host after deducting Guest’s expenses related to the assignment or sublease and apply including, but not limited to brokerage fees, improvements, attorney’s fees. Guest agrees that it shall not be unreasonable for Host to withhold its consent to a proposed assignment or subletting if: (1) Host believes that the proposed assignee or sublessee is not as financially responsible as Guest on the date hereof unless Guest remains liable under the lease in which case there shall be no such rent against condition to assignment or sublease; (ii) the proposed assignee or sublessee will not conduct on the Premises a business of a quality equal to that conducted by Guest. Host’s consent to one assignment or sublease shall not waive the requirement of its consent to any sums due subsequent assignment or sublease. In the event Host consents to Landlord for Tenant hereunderGuest’s subletting, Guest shall include in such sublease all of the pertinent terms contained herein, and no Guest shall furnish Host with a certified copy of any and all subleases affecting the demised Premises prior to such collection consent; and in case of default by Guest giving Host right of entry for breach of condition subsequent, Guest, at Host’s option, shall assign all of Guest’s right, title and interest in any subleases to Host, and Guest shall incorporate such provision in any and all subleases made by Guest. Host’s consent to an assignment shall not be effective until Host has received a written document in which the assignee has assumed and agreed to perform all of Guest’s obligations in the Lease. Host’s consent to an assignment or sublease shall not release the Guest from the payment and performance of its obligations in the Lease, but rather the Guest and its assignee shall be construed jointly and severally primarily liable for such payment and performance. Guest shall reimburse Host for all reasonable costs not to constitute exceed $1,000.00 incurred by Host in connection with a novation sublease or assignment (including a release of Tenant from the further performance of Tenant's obligations hereunderproposed sublease or assignment which is not consummated).

Assignment and Subletting. (a) Tenant covenants and agrees that Tenant shall not have the right to assign, sublet, transfer assign this Lease or encumber this lease, or any interest thereinsublet (which term, without limitation, shall include the prior granting of concessions, licenses, and the like) without in each instance having first received the express written consent of Landlord. Any attempted assignment, sublettingwhich consent shall not be unreasonably withheld, transfer conditioned or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writingdelayed, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds case where Landlord shall consent to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord subletting, the Tenant named herein shall (i) remain fully liable for the obligations of Tenant hereunder, including without limitation, the obligation to pay the rents and no such collection shall be construed other amounts provided under this Lease, and (ii) pay over to constitute a novation Landlord one half of any rent or a release of Tenant additional rent or other income received from the further performance any sub-tenant or assignee in excess of Tenant's obligations hereunderto Landlord, as set forth in this Lease, after deducting therefrom all transaction costs (i.e. leasing commission and legal expenses), and after amortizing Tenant's initial improvements made to the Premises based upon the specific amortization schedule attached hereto as Exhibit E. Notwithstanding the foregoing or anything to the contrary herein contained, Tenant may assign this Lease or sublease a portion of the Premises to any parent company or wholly owned subsidiary company of Tenant, or a joint venture controlled by Tenant, or to any corporation resulting from an acquisition, merger or consolidation of Tenant provided (i) the successor corporation or Tenant as guarantor of such successor corporation's obligations has a capitalization sufficient in Landlord's reasonable opinion to support Tenant's obligations under this Lease (ii) sufficient documentation and verifiable information supporting the successor's corporation compliance with condition (i) above shall be submitted to Landlord for Landlord's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed and (iii) the assignee or sublessee shall agree directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all of the terms, covenants and conditions to be observed by Tenant under this Lease. Tenant shall pay to Landlord, as additional rent, Landlord's reasonable legal fees and other expenses incurred in connection with any proposed assignment or sublet, including without limitation, fees for review of documents.

Assignment and Subletting. (a) Provided no Event of Default then exists, Tenant may sublet all or any part of the Premises (provided, that each such sublease shall expressly be made subject to the provisions of this Lease, including Paragraph 3, and no sublease term shall extend beyond the end of the Term) and may assign all its rights and interests under this Lease without Landlord's prior consent, except as may be required below in this Paragraph 16. If Tenant assigns all its rights and interests under this Lease, the assignee under such assignment shall expressly assume all the obligations of Tenant hereunder in an instrument, approved by Landlord as to form and substance (which approval will not be unreasonably withheld or delayed) and delivered to Landlord at the time of such assignment. No assignment or sublease made as permitted by this Paragraph 16 shall affect or reduce any of the obligations of Tenant hereunder and the Tenant shall remain unconditionally liable, and all such obligations shall continue in full force and effect as obligations of a principal and not have as obligations of a guarantor or surety, to the right same extent as though no assignment or subletting had been made; provided that performance by any such assignee or sublessee of any of the obligations of Tenant under this Lease shall be deemed to assignbe performance by Tenant. No sublease or assignment made as permitted by this Paragraph 16 shall impose any obligations on Landlord or otherwise affect any of the rights of Landlord under this Lease. Neither this Lease nor the Term hereby demised shall be mortgaged, subletpledged or hypothecated by Tenant, transfer nor shall Tenant mortgage or encumber this lease, pledge the interest of Tenant in and to any sublease of the Premises or any interest therein, without the prior written consent of Landlordrentals payable thereunder. Any attempted assignmentmortgage, sublettingpledge, transfer sublease or encumbrance by Tenant assignment made in violation of the terms and covenants of this Paragraph 16 shall be void. All cash or other proceeds Tenant shall, within ten (10) days after the execution and delivery of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease of all or substantially all of the Premises, deliver a conformed copy thereof to Landlord. Within ten (10) days after the execution and apply such rent against delivery of any sums due sublease of a portion of the Premises, Tenant shall give notice to Landlord for Tenant hereunderof the existence and term thereof, and of the name and address of the sublessee thereunder. In no such collection event shall be construed to constitute the term of a novation sublease of all or a release part of Tenant from the further performance Premises extend beyond the last day of Tenant's obligations hereunderthe then scheduled end of the Term of this Lease.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest thereinnot, without the prior written consent of Landlord. Any attempted assignment, sublettingassign this Lease or any interest herein or in the Demised Premises, or mortgage, pledge, encumber, hypothecate or otherwise transfer or encumbrance by Tenant in violation sublet the Demised Premises or any part thereof or permit the use of the terms and covenants of Demised Premises by any party other than Tenant. Consent to one or more such transfers or subleases shall not destroy or waive this Paragraph shall be void. All cash or other proceeds of any assignmentprovision, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash subsequent transfers and subleases shall likewise be made only upon obtaining the prior written consent of Landlord. Without limiting the foregoing prohibition, in no event shall Tenant assign this Lease or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlordherein, whether directly, indirectly or by operation of law, or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises or any part thereof by any party if such proposed assignment, subletting or use would contravene any restrictive covenant (including any exclusive use) granted to any other transfer is consented to by Landlord tenant of the Building or notwould contravene the provisions of Article 13 of this Lease. Subleasees, unless Landlord agrees to assignees or transferees of the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer Demised Premises for the balance of Tenant's interest in this lease the Lease Term shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability become directly liable to Landlord for all amounts paid to persons other than Landlord by such successors in contravention obligations of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation without relieving Tenant (or a release of Tenant from the further performance any guarantor of Tenant's obligations hereunder) of any liability therefor, and Tenant shall remain obligated, as a principal and not as surety, for all liability to Landlord arising under this Lease during the entire remaining Lease Term including any extensions thereof, whether or not authorized herein. If Tenant is a partnership or limited liability company, a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners or members owning a controlling interest in the Tenant shall be deemed a voluntary assignment of this Lease and subject to the forgoing provisions. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or transfer of a controlling interest in the capital stock of Tenant, whether in a single transaction or in a series of transactions, shall be deemed a voluntary assignment of this Lease and subject to the foregoing provisions. Landlord may, as a prior condition to considering any request for consent to an assignment or sublease, require Tenant to obtain and submit current financial statements of any proposed subtenant or assignee and such other financial documentation relative to the proposed subtenant or assignee as Landlord may reasonably require. In the event Landlord consents to an assignment or sublease, Tenant shall pay to the Landlord a fee to cover Landlord's accounting costs plus any legal fees incurred by Landlord as a result of the assignment or sublease. The consent of Landlord to any proposed assignment or sublease may be withheld by Landlord in its sole and absolute discretion. Landlord may require an additional security deposit from the assignee or subtenant as a condition of its consent. Any consideration, in excess of the Rent and other charges and sums due and payable by Tenant under this Lease, paid to Tenant by any assignee of this Lease for its assignment, or by any sublessee under or in connection with its sublease, or otherwise paid to Tenant by another party for use and occupancy of the Demised Premises or any portion thereof, shall be promptly remitted by Tenant to Landlord as additional rent hereunder and Tenant shall have no right or claim thereto as against Landlord. No assignment of this Lease consented to by Landlord shall be effective unless and until Landlord shall receive an original assignment and assumption agreement, in form and substance satisfactory to Landlord, signed by Tenant and Tenant's proposed assignee, whereby the assignee assumes due performance of this Lease to be done and performed for the balance of the then remaining Lease Term of this Lease. No subletting of the Demised Premises, or any part thereof, shall be effective unless and until there shall have been delivered to Landlord an agreement, in form and substance satisfactory to Landlord, signed by Tenant and the proposed sublessee, whereby the sublessee acknowledges the right of Landlord to continue or terminate any sublease, in Landlord's sole discretion, upon termination of this Lease, and such sublessee agrees to recognize and attorn to Landlord in the event that Landlord elects under such circumstances to continue such sublease. Upon Landlord's receipt of a request by Tenant to assign this Lease or any interest herein or in the Demised Premises or to transfer or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises by any party other than Tenant, Landlord shall have the right, at Landlord's option, to exercise in writing any of the following options: (a) to terminate this Lease as to the portion of the Demised Premises proposed to be assigned or sublet; (b) to consent to the proposed assignment or sublease, subject to the other terms and conditions set forth in this Article 21; or (c) to refuse to consent to the proposed assignment or sublease, which refusal shall be deemed to have been exercised unless Landlord gives Tenant written notice providing otherwise.

Assignment and Subletting. (a) Tenant shall will not have the right to assign, sublet, transfer or encumber assign this leaseLease, or allow same to be assigned by operation of law or otherwise, or sublet the Leased Premises or any interest therein, part thereof without the prior written consent of Landlord. Any attempted assignment, Notwithstanding any permitted assignment or subletting, transfer or encumbrance by Tenant in violation shall at all times remain directly, primarily and fully responsible and liable for the payment of the terms rent herein specified and for compliance with all or its other obligations under the terms, provisions and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunderLease. Upon the occurrence of an "event of default" as hereinafter defined, If if the premises Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided or provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. If Tenant shall propose to sublet or assign this Lease, it shall so notify Landlord in writing not less than thirty (30) days prior to the date of the proposed assignment or subletting. The notice setting forth the name of the proposed subtenant or assignee, the term, use, rental rate and other particulars of the proposed subletting or assignment, including without limitation, proof satisfactory to Landlord that the proposed subtenant or assignee is financially responsible and will immediately occupy and hereafter use the entire Leased Premises (or any sublet portion thereof) for the remaining term of this Lease (or for the entire term of the sublease, if shorter). Landlord agrees to approve any assignment by Tenant to any corporation succeeding to substantially all the business and assets of Tenant by merger, consolidation, purchase of assets or otherwise, or the any assignment or subletting to a corporation which is an affiliate of Tenant. In other cases, Landlord agrees not to unreasonably withhold approval of any proposed subletting or assignment provided the proposed transaction is consummated within thirty (30) days after Landlord's approval, is upon the same terms and conditions disclosed to Landlord in Tenant's notice, and the assignment or subletting is with another financially responsible party whose use of the Leased Premises will not depreciate the value of the Leased Premises, or the value of the property adjacent thereto, or will not be extra hazardous with reference to the risk of fire or other hazards. Any assignment or subletting without Landlord's approval, where required hereunder, shall be void and of no effect. Landlord shall have the right to transfer and assign, in whole or in part, any of its rights under this Lease, and in the Building or Project referred to herein; and to the extent that such assignee assumes Landlord's obligations hereunder, Landlord shall by virtue of such assignment be released from such obligation.

Assignment and Subletting. (a) Tenant shall not have the right to assignassign this Lease in whole or in part, sublet, transfer or encumber this lease, nor sublease all or any interest thereinpart of the Premises, nor permit other persons to occupy said Premises or any part thereof, nor grant any license or concession for all or any part of said Premises, without the prior written consent of Landlord in each instance, which consent may be granted or withheld in the sole and absolute discretion of Landlord. Any attempted assignment, subletting, transfer consent by Landlord to an assignment or encumbrance by Tenant in violation subletting of this Lease shall not constitute a waiver of the terms and covenants necessity of this Paragraph shall be void. All cash such consent as to any subsequent assignment or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall not relieve Tenant of its liability hereunder. Upon An assignment for the occurrence benefit of an "event Tenant’s creditors or otherwise by operation of default" law shall not be effective to transfer or assign Tenant’s interest under this lease unless Landlord shall have first consented thereto in writing. If any partnership interest or corporate shares of stock of Tenant are transferred by sale, assignment, bequest, inheritance, operation of law or otherwise, so as hereinafter definedto result in a change of the voting control of Tenant by those owning a majority of the partnership interest or corporate shares of Tenant as of the date hereof, If Tenant shall so notify Landlord of said change. Landlord may terminate this Lease at any time after any such change of control by giving Tenant ninety (90) days prior written notice thereof, but said cancellation shall not relieve Tenant of liability hereunder. Tenant shall be responsible for all of Landlord’s attorneys fees and other reasonable costs incurred in negotiating and consultation concerning any proposed assignment or subletting, and in the premises preparation, drafting, review and negotiation of any assignment or subletting documents. Although Landlord may withhold its consent, in its sole discretion, to any part thereof are then assigned proposed assignment or subletsublease, Landlord, in addition to ’s approval of any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such proposed assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release conditioned on use of Landlord’s form documents and payment by Tenant from the further performance on demand of Tenant's obligations hereunderLandlord’s related attorneys fees and other reasonable costs.

Assignment and Subletting. (a) Tenant Tenant, and/or any Guarantor of Tenant, shall not have the right to assign, sublet, transfer or encumber this lease, or any interest therein, without the prior written consent of Landlord, which consent may be withheld or conditioned by Landlord in its sole discretion, either voluntarily, or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Premises, or any portion thereof. Any attempted assignmentIn determining whether (or not) to grant its consent, sublettingLandlord shall have the right to request from any potential assignee or subtenant such financial and operational information as Landlord shall determine in order to reasonably satisfy itself that a potential assignee or subtenant and guarantor(s) have suitable experience and financial strength. If Tenant, transfer and/or any Guarantor of Tenant, having first obtained Landlord's consent to any assignment or encumbrance by sublease, or if Tenant, as debtor or debtor-in-possession, or a trustee in bankruptcy for Tenant pursuing Bankruptcy Code, shall assign this Lease or sublet the Premises, or any part thereof, at a rental or for other consideration in violation excess of the terms Rent or pro rata portion thereof due and covenants payable by Tenant, and/or any Guarantor if Tenant, under this Lease, then Tenant, and/or any Guarantor of this Paragraph Tenant, shall be void. All cash pay to Landlord as additional rent 100% of any such rent or other proceeds of consideration immediately upon receipt under any assignmentsuch assignments or, such proceeds as exceed the rentals called for hereunder in the case of a subletting sublease, Tenant, and/or any Guarantor of Tenant, shall provide Landlord with a copy of the Sublease Agreement and all cash or other proceeds on the first day of each month during the term of any sublease, 100% of all rent and other transfer consideration due from the sub tenant for such month then payable to Landlord pursuant to the provisions of this Lease for said month; provided, however Landlord shall not be responsible for any deficiency if Tenant, and/or any Guarantor of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon assign this Lease or sublet the occurrence of an "event of default" as hereinafter defined, If the premises Premises or any part thereof are then assigned any rental less than the Base Annual Rent provided for herein. Consent to one assignment, subletting, occupation or sublet, Landlord, in addition use by any other person shall not be deemed to be consent to any other remedies herein providedsubsequent assignment, as provided subletting, occupation or use by law, may at its option collect directly from such assignee or subtenant all rents becoming due another person. Consent to Tenant under any such assignment or subletting shall in no way relieve Tenant or any Guarantor of any liability under this Lease. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. In the event that Landlord shall consent to a sublease and apply such rent against any sums due to Landlord for Tenant or assignment hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance Tenant, and/or any Guarantor of Tenant's obligations hereunder, shall pay Landlord a fee of One Thousand Dollars ($1,000.00) to cover costs incurred by Landlord in connection with the processing of documents necessary to giving of such consent.

Assignment and Subletting. (a) Tenant This Lease shall not have be assigned, ------------------------- mortgaged, pledged, encumbered or in any other manner transferred by Tenant, voluntarily or involuntarily, by operation of law or otherwise, nor shall the right to assign, Leased Premises or any part thereof be sublet, transfer licensed, granted to a concessionaire or encumber this leaseused or occupied by anyone other than Tenant without first obtaining the written consent of Lessor. A change in the control of Tenant, or any interest thereinif its stock is not then publicly held and traded, including, without limitation, a subsidiary of a publicly held company, shall be deemed to be an assignment for all purposes of this Lease; provided, however that an assignment to a wholly owned subsidiary of Tenant or to its parent corporation for the prior written same purpose as provided for in Article 3 of the Lease shall not require the consent of Landlord. Any attempted If at any time during the term of this Lease, Tenant shall request Lessor's consent to assign this Lease, or to sublet all or substantially all of the Leased Premises, Tenant shall include with such requests the name and business experience of the proposed transferee, assignee or sublessee, complete and current financial statements of said transferee, assignee or sublessee, and the rent and other terms of the proposed assignment, subletting, transfer or encumbrance subletting. In the event that Lessor consents to said subletting or assignment, any amounts received by Tenant (other than the reasonable value paid to Tenant in violation repayment for trade fixtures and inventory and other personal property of Tenant) above the terms and covenants of this Paragraph amounts payable by Tenant to Lessor hereunder shall be void. All cash or other proceeds of any assignmentdeemed, such proceeds as exceed the rentals called for hereunder in the case of a subletting "real estate profit" and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether Lessor. If Lessor permits any such assignment, subletting change or other transfer is consented to by Landlord or notsubletting, unless Landlord Tenant agrees to pay Lessor's legal fees in connection therewith. IN ANY EVENT, LESSOR SHALL HAVE THE RIGHT IN LESSOR'S SOLE DISCRETION TO WITHHOLD CONSENT TO AN ASSIGNMENT OF THIS LEASE OR TO A SUBLETTING OF THE LEASED PREMISES. If Tenant shall any time during the contrary in writingterm of this Lease sublet all or any part of the Leased Premises or assign this Lease, Tenant shall nevertheless remain fully liable under all of the terms, covenants, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention conditions of this ParagraphLease. No assignmentIf this Lease is assigned, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon if the occurrence of an "event of default" as hereinafter defined, If the premises Leased Premises or any part thereof are then assigned subleased or subletoccupied by anybody other than Tenant, LandlordLessor may collect from the assignee, in addition to sublessee or occupant any rent or other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due charges payable to Tenant under such assignment or sublease this Lease and apply such the amount collected to the rent against any sums due to Landlord for Tenant hereunderand other charges herein reserved, and no but such collection by Lessor shall not be construed to constitute deemed in acceptance of the assignee, sublessee or occupant as a novation or tenant nor a release of Tenant from the further performance of TenantTenant under this Lease. Notwithstanding Lessor's obligations hereunderconsent to any assignment, subletting, occupation or use by another person, any subsequent assignment, subletting, occupation or use by another person shall require Lessor's prior written consent.

Assignment and Subletting. (a) A. Except as otherwise provided herein, Tenant shall not have the right to assignassign or pledge this lease or to sublet the whole or any part of the leased premises, sublet, transfer whether voluntarily or encumber this leaseby operation of law, or any interest thereinpermit the use or occupancy of the leased premises by anyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Any attempted In the event Tenant desires to sublet the leased premises, or any portion thereof, or assign this lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, transfer or encumbrance by Tenant in violation shall at all times remain directly, primarily and fully responsible and liable for the payment of the terms rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunderlease. Upon the occurrence of an "“event of default" ” (as hereinafter defined), If if the leased premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided or provided by law, may may, at its option option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's ’s obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge, not to exceed $1,500.00, for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord.

Assignment and Subletting. (a) Tenant LESSEE shall not have assign the right to assignof occupancy under this Lease or any other interest therein, sublet, transfer or encumber this leasesublet the Space, or any interest thereinportion thereof, without the prior written consent of LandlordLESSOR, which the parties agree may not be unreasonably withheld. Any attempted assignment, subletting, transfer LESSEE absolutely shall have no right of assignment or encumbrance by Tenant subletting if it is in violation default of this Lease. Notwithstanding any assignment of the terms Lease, or the subletting of the Space, or any portion thereof, LESSEE shall continue to be liable for the performance of the terms, conditions and covenants of this Paragraph Lease including, but not limited to, the payment of rent and any other charges imposed hereunder. Consent by LESSOR to one or more assignments or sublettings shall not operate as a waiver of LESSOR'S rights as to any subsequent assignments and sublettings. LESSOR shall have the sole option, which shall be voidexercised by providing LESSEE with written notice, of terminating LESSEE'S rights and obligations under this Lease rather than permitting any assignment or subletting by LESSEE. All cash Should LESSOR permit any assignment or other proceeds of any assignment, such proceeds as exceed subletting by LESSEE and should the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall monies to be paid to Landlord, whether such assignment, subletting or other transfer is consented to received by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly LESSEE from such assignee or subtenant sublessee for all rents becoming due to Tenant under or part of the Space as a result of such assignment or subletting (when compared to the rental rate payable by LESSEE to LESSOR) be greater than the rental due under this Lease, then the excess over the rental rate provided for in that sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection or assignment shall be construed payable by LESSEE to constitute LESSOR. It being the parties intention that LESSOR and not LESSEE shall be the party to have the option to receive any profit from any assignment or subletting. If there are one or more assignments or sublettings by LESSEE to which LESSOR consents, the parties understand and agree, anything to the contrary notwithstanding that any and all renewal options to be exercised subsequent to the date of such assignment or subletting are absolutely waived and terminated at LESSOR'S sole option. Any request by LESSEE to LESSOR to permit a novation subletting or assignment shall contain or be accompanied by a release financial statement of Tenant from the further performance sublessee or assignee and such other information and references as LESSOR deems necessary to reasonably evaluate the acceptability of Tenant's obligations hereundersuch prospective sublessee or assignee. Notwithstanding the foregoing, this Lease may be assigned, or the Demised Premises may be sublet, in whole or in part, to any corporation which shall be an affiliate or subsidiary of LESSEE. LESSOR will not unreasonably withhold or delay its consent to an assignment or sublease to a party other than one mentioned in the preceding paragraph.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer mortgage or encumber this lease, Lease nor sublet or permit the Premises or any interest thereinpart thereof to be used by others, without the prior written consent of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining the consent of the Landlord to any further assignment or subletting. The consent by Landlord will not be given unless: a) the subtenant or assignee assumes the Tenant’s obligations under this Lease; and b) unless otherwise agreed, Tenant remains liable for all its obligations under this Lease, including extensions or renewals provided for herein. Nor will consent be given if Tenant is in default under this Lease. Tenant shall notify Landlord of the name of each proposed assignee or subtenant and shall provide information to Landlord pursuant to the fmancial standing of the proposed assignee or subtenant. In no event shall a proposed subtenant or assignee be an existing tenant, subtenant or assignee of the Building or any other building located on the Developed Parcel. In no event shall the proposed subtenant or assignee be a person or entity with whom Landlord or its agent is negotiating and to or from whom Landlord, or its agent, has given or received any written or oral proposal within the past one hundred twenty (120) days regarding a lease of space in the Building or any other building located on the Developed Parcel. Landlord reserves the right to require as additional rent, fifty percent (50%) of any subtenant or assignee rent which is in excess of the base rent and additional rent then being paid by Tenant pursuant to this Lease, and any other profit or gain realized by Tenant from such assignment or subletting. All sums payable hereunder by Tenant shall be paid as additional rent upon receipt by Tenant or upon request by Landlord. Any attempted Tenant agrees to pay and reimburse Landlord for any actual and reasonable administrative costs and expenses, including attorneys’ fees, incurred by Landlord in the review and approval and/or in the granting of any consent to any assignment or subletting of any part or all of the Premises by Tenant not to exceed Two Thousand Dollars ($2,000.00). Notwithstanding anything contained herein to the contrary, Tenant may assign its entire interest under this Lease or sublet the Premises to any entity controlling or controlled by or under common control with Tenant or to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as “Permitted Transfer”) without the consent of Landlord, provided: (1) Tenant is not in default under this Lease; (2) if such proposed transferee is a successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or, if such proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or, if such proposed transferee is a successor to Tenant by merger, consolidation or reorganization, the continuing or surviving corporation shall own all or substantially all of the assets of Tenant; (3) such proposed transferee operates the business in the Premises for the Permitted Use and no other purpose; and (4) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization. Notwithstanding anything to the contrary contained in this Lease, unless otherwise expressly provided below, Landlord shall have the option to exclude from the Premises covered by this Lease (“recapture”), the space proposed to be sublet or subject to an assignment, sublettingeffective as of the proposed commencement date of such sublease or assignment provided, transfer or encumbrance by however, if Landlord elects to recapture as to such portion of the Premises, Tenant shall have the right within fifteen (15) days after notice of Landlord’s exercise of its right to terminate to withdraw Tenant’s request for such consent and remain in violation possession of the Premises under the terms and covenants conditions hereof. If Landlord elects to recapture, Tenant shall surrender possession of the space proposed to be subleased or subject to the assignment to Landlord on the effective date of recapture of such space from the Premises, such date being the termination date for such space. Effective as of the date of recapture of any portion of the Premises pursuant to this Paragraph section, the Monthly Base Rent, rentable square footage of the Premises and the Tenant’s Proportionate Share shall be voidadjusted accordingly. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called Landlord’s recapture right hereunder for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease space proposed to be sublet shall be paid expressly limited to Landlord, whether such assignment, subletting subleases of 1,000 rentable square feet or other transfer more of the total Premises. It is consented expressly acknowledged and agreed to by Landlord or not, unless Landlord agrees the parties hereto that Landlord’s recapture rights hereunder for space subject to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease an assignment shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land unlimited and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition apply to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute except for a novation or a release of Tenant from the further performance of Tenant's obligations hereunderPermitted Transfer.

Assignment and Subletting. (a) Tenant Sublessee shall not have voluntarily or by operation of law assign this Sublease or enter into license or concession agreement, sublet all or any part of the right to assignSublease Premises, subletor otherwise transfer, transfer mortgage, pledge, hypothecate or encumber this lease, all or any part of Sublessee's interest thereinin this Sublease or in the Sublease Premises or any part thereof, without the prior written consent of LandlordMaster Lessor (pursuant to the terms of the Master Lease) and Sublessor, which consent shall not be unreasonably withheld or delayed by Sublessor. Sublessee shall have no right to sublease less than the entire area of the Sublease Premises, and Sublessee agrees that it shall be reasonable for Sublessor or Master Lessor to withhold its consent to any sublease of a portion of the Sublease Premises. Any attempted attempt to do so without such consent being first had and obtained shall be wholly void and shall constitute a default by Sublessee under this Sublease. Sublessee hereby irrevocably assigns to Sublessor all rent and other sums or consideration in any form, from any such subletting or assignment, sublettingand agrees that Sublessor, transfer as assignee and as attorney-in-fact for Sublessee, or encumbrance by Tenant in violation of a receiver for Sublessee appointed upon Sublessor's application, may collect such rent and other sums and apply the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder same against amounts owing to Sublessor in the case event of a subletting and all cash or other proceeds of any other transfer of TenantSublessee's interest in this lease shall be paid to Landlorddefault; provided, whether such assignmenthowever, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon that until the occurrence of an "event any default by Sublessee or Sublessee's assignee or subtenant, Sublessee shall have the right to collect such sums, provided that two-thirds (2/3) of default" as hereinafter defined, If the premises or all rent and other charges payable by any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant in excess of the Rent payable under this Sublease ("excess rent") shall belong to Sublessor and be paid to Sublessor within thirty (30) days following Sublessee's receipt thereof; provided, however, that Sublessee shall first be entitled to recover from such excess rent the amount of all rents becoming due reasonable leasing commissions paid to Tenant under such third parties not affiliated with Sublessee in connection with said assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereundersubletting.

Assignment and Subletting. (a) Subject to the terms set forth herein, Tenant shall not have the right to assign, sublettransfer, transfer mortgage or encumber this lease, Lease nor sublet the whole or any interest thereinpart of the Premises without first obtaining Landlord's written consent, without the prior written which consent of may be withheld or conditioned in Landlord's sole reasonable discretion. Any attempted assignment, subletting, transfer consent granted by Landlord shall require that such subtenant or encumbrance assignee consent to be bound by Tenant in violation all of the terms and covenants conditions of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this ParagraphLease. No assignment, such assignment or subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its any liability hereunderunder this Lease regardless of whether such liability arises by or through Tenant. Upon Assignment or subletting shall not operate as a waiver of the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition necessity for a written consent to any other remedies herein providedsubsequent assignment or subletting, as provided by lawand the terms of such consent shall be binding upon any person holding by, may under or through Tenant. Landlord may, at its option Landlord's election, collect rent directly from such assignee or subtenant all rents becoming due subtenant. If Tenant is a corporation, then any transfer of this Lease by operation of law, merger, consolidation or liquidation shall constitute an assignment for the purpose of this Section; provided, however, that as long as Tenant is a publicly owned company, Landlord's consent to an assignment of this Lease will not be required as a result of merger, consolidation or liquidation, or any change in the ownership of, or power to vote, the majority or controlling interest of Tenant's outstanding voting stock unless (a) such change is the result of any reorganization or merger by which the Tenant's rights under this Lease are transferred to a subsidiary or affiliate or any other entity in which Tenant has controlling interest (in which case Tenant agrees to guaranty performance under this Lease and upon receipt of such guaranty, in form and content satisfactory to Landlord, Landlord's consent will automatically be deemed to be given) or (b) such change results from Tenant's merger with, or purchase by, any competitor of Landlord. In the event Tenant should desire to assign this Lease or sublet the Premises or any part hereof, Tenant shall give Landlord written notice at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease sublease, which notice shall specify: (a) the name and apply business of the proposed assignee or sublessee, (b) the amount and location of the space affected, (c) the proposed effective date and duration of the subletting or assignment, and (d) the proposed rental to be paid to Tenant by such rent against sublessee or assignee. Landlord shall then have a period of fifteen (15) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublet such space, in which event if the proposed rental rate between Tenant and sublessee is greater than the Rent payable under this Lease, then such excess rental shall be deemed Additional Rent owed by Tenant to Landlord under this lease, and the amount of such excess, including any sums subsequent increases due to Landlord for Tenant hereunderescalation or otherwise, and no such collection shall be construed paid by Tenant to constitute a novation Landlord in the same manner than Tenant pays the Rent hereunder and in addition thereto, or a release of Tenant from the further performance of (ii) to withhold consent to Tenant's obligations hereunderassignment or subleasing such space and to continue this Lease in full force and effort as to the entire Premises.

Assignment and Subletting. (a) Tenant Sublessee shall not have assign or sublease all or any portion of Sublessee's interest in the Sublease or in the Premises or any part thereof or sublease all or any part of the Premises during the term hereof without the written consent of Sublessor, which consent Sublessor shall not unreasonably withhold. Any assigning or subletting by Sublessee, however, shall be subject to Sublessor's ability to assign and sublet pursuant to the terms and conditions of the Lease. Sublessor's consent to any one assignment or sublet shall not constitute a waiver of the provisions of this Paragraph as to any subsequent assignment or sublet nor a consent to any subsequent assignment or sublet; further, Sublessor's consent to an assignment or sublet shall not release Sublessee from Sublessee's obligations under this Sublease, and Sublessee shall remain jointly and severally liable with the assignee or sub-sublessee. It is the intent of the parties hereto that this Sublease shall confer upon Sublessee only the right to assignuse and occupy the Premises, subletand to exercise such other rights as are conferred upon Sublessee by this Sublease. The parties agree that this Sublease is not intended to have a bonus value, transfer nor to serve as a vehicle but whereby Sublessee may profit by future assignment or sublease of this Sublease or the right to use or occupy the Premises as a result of any terms contained herein. It is the intent of the parties that any such bonus value that may attach to the Sublease (including, without limitation, any consideration for assignment, and any sub-sublease rentals in excess of the rent payable under this Sublease) shall be paid to Sublessor and shall be and remain the exclusive property of Sublessor. (As used herein, the term "bonus value" shall not include any of the income of Sublessee, other than income paid by an assignee or sub-sublessee that exceeds the rent payable under this Sublease.) Sublessee shall not hypothecate, mortgage or encumber this lease, or any interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of TenantSublessee's interest in this lease shall be paid to Landlord, whether such assignment, subletting Sublease or other transfer is consented to by Landlord in the Premises or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire otherwise use this Sublease as a security device in any such proceeds to Landlordmanner without the consent of Sublessor, which consent Sublessor may withhold in its absolute discretion. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), Consent by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition Sublessor to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee hypothecation or subtenant all rents becoming due to Tenant under such assignment creation of lien or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder.mortgage

Assignment and Subletting. (a) The Tenant shall agrees not have the right to assign, sublet, transfer or encumber this leasetransfer, or mortgage this Lease or any right or interest thereintherein or sublet the Leased Premises or any part thereof, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall consent not to be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraphunreasonably withheld. No assignment, assignment or subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability obligations hereunder, and Tenant shall continue to be liable as a principal (and not as a guarantor or surety) to the same extent as though no assignment or subletting had been made. Consent by Landlord to any one assignment or subletting shall not be construed to be consent to any additional assignment or subletting. Each such successive act shall require similar consent of Landlord. Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a result of Tenant's request for consent to any such assignment or subletting, including legal costs. In the event Tenant subleases the Leased Premises, or any portion thereof, or assigns this Lease with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such excess shall be paid by Tenant to Landlord as additional Rent hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as hereinafter defineddefined below, If the premises if all or any part thereof are of the Leased Premises is then assigned or sublet, LandlordLandlord may, in addition to any other remedies herein provided, as provided by this Lease or provided by law, may at its option collect directly from such the assignee or subtenant all rents becoming due to Tenant under Tenant. Landlord shall have a security interest in all property on the Leased Premises to secure payment of such assignment sums. Any collection directly by Landlord from the assignee or sublease and apply such rent against any sums due to Landlord for Tenant hereundersubtenant shall not be construed, and no such collection shall be construed however, to constitute a novation or a release of Tenant from the further performance of its obligations under this Lease. Notwithstanding the foregoing, it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Sec. 101 et seq, as amended (the "Bankruptcy Code"), any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Lessor, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption. *Should Tenant be acquired by a Corporation whose net worth is greater than Tenant's, and whose use of the space is the same as Tenant's, then Landlord will automatically approve an assignment of Tenant's obligations hereunderinterest in the Lease.

Assignment and Subletting. (a) It is understood and agreed that Landlord ------------------------- may fully assign its interest in this Lease as Landlord. Tenant shall not have the right to either voluntarily or by operation of law assign, sublettransfer, transfer mortgage, pledge, hypothecate, or encumber this lease, Lease or any interest thereintherein and shall not sublet the Premises or any part thereof or any right or privilege appurtenant thereto or allow any person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises or any portion thereof without the prior written consent of Landlord. Landlord reserves the right to recapture the Premises, or applicable portions thereof, in lieu of giving its consent by notice given to Tenant within fifteen (15) days after receipt of Tenant's request for assignment or subletting and delivery of all reasonable information or any such assignee or subtenant as requested by Landlord. Such recapture shall terminate this Lease as to the applicable space effective on the prospective date of the assignment or subletting, which shall be the last day of a calendar month and not earlier than sixty (60) days after receipt of Tenant's request for assignment or subletting and delivery of all reasonable information on any such assignee or subtenant as requested by Landlord. If Landlord elects not to recapture and thereafter gives its consent, Landlord and Tenant agree that Landlord may charge Tenant a reasonable sum to reimburse Landlord for legal and administrative costs incurred in connection with such consent; and that from the date of such assignment or sublease of this Lease, Landlord shall receive any rental, fees, and other proceeds payable by such subtenant or assignee in excess of the rent to be paid to Landlord under the terms of this Lease. Any attempted such assignment or subletting without compliance with the terms of this paragraph shall be void and shall, at the option of Landlord, constitute a default under the terms of this Lease. If Tenant is a corporation, any transfer of this Lease from Tenant by merger, consolidation, or liquidation or any change in the ownership or power to vote in the majority of the outstanding voting stock of Tenant shall constitute an assignment for purposes of this paragraph. If Tenant is a partnership, any change in the individuals or entities of which the partnership is composed shall constitute an assignment for purposes of this paragraph. A consent to one assignment, subletting, transfer occupation, or encumbrance use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation, or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignmentliability under this Lease. Landlord may assign the rental herein provided to any person, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash partnership, corporation, or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writingbank, and Tenant hereby assigns all rights it might have or ever acquire agrees when notified in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to writing by the then fair market value assignee of such interest. These covenants shall run with assignment to make the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee rental payments to assignee under the terms of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No said assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder.

Assignment and Subletting. (a) Tenant Subtenant shall not have assign this Sublease or sublet the right to assignPremises or otherwise transfer, sublet, transfer mortgage or encumber this leaseSublease, the Premises or any interest thereinpart thereof or permit the use thereof without first (i) complying with the provisions of the Prime Lease, (ii) obtaining Prime Landlord’s consent to the extent Prime Landlord’s, and (iii) obtaining Sublandlord’s consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Subtenant shall not be released or discharged from any liability under this Sublease by reason of any assignment or sublease by Subtenant, including, but not limited to, any assignment or sublease under Section 21(C) of the Prime Lease which has been incorporated into this Sublease as provided in Section 19.A below. Further, Sublandlord shall not be required to consent to any such assignment or further subletting if Subtenant is then in default under this Sublease beyond all applicable notice and cure periods or if such further subletting or assignment would cause Sublandlord to be in default under the Prime Lease. No such consent shall relieve Subtenant from the obligation to seek consent to a further subletting or assignment. Copies of all materials required by the Prime Lease shall be delivered simultaneously to Sublandlord, together with Subtenant’s request for consent. If Prime Landlord and Sublandlord shall give their consent to any assignment of this Sublease or any further sublease, Subtenant shall, in consideration therefor, pay to Sublandlord, as Additional Rent, fifty percent (50%) of any sums or other economic consideration, which (i) are paid to Subtenant as a result of any permitted assignment or subletting whether or not referred to as a rentals under the assignment or sublease (after deducting therefrom the reasonable costs and expenses incurred by Subtenant in connection with the assignment or subletting in question, including, without limitation, brokerage commissions, alterations made by Subtenant for purposes of preparing the prior written consent Premises [or applicable portions thereof] for the assignee/subtenant, advertising expenses, reasonable, out-of-pocket attorney’s fees and expenses in preparing and/or negotiating the assignment or sublease, free rent or other abatements or concessions given to the assignee/subtenant, allowances or other concessions paid by Subtenant and lease “takeover” costs paid by Subtenant to a third party landlord of Landlord. Any attempted assignment, subletting, transfer other space leased by the assignee/subtenant to induce it to enter into the assignment or encumbrance by Tenant sublease); and (ii) exceed in violation total the sums which Subtenant is obligation to pay Sublandlord under this Sublease (prorated to reflect obligations allocable to that portion of the terms Premises subject to such assignment or sublease), it being the express intention of the parties that Sublandlord and covenants Subtenant shall share equally in any profit by reason of this Paragraph shall be voidsuch sublease or assignment. All cash or other proceeds of any assignment, such proceeds as exceed The sums payable under the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease forgoing paragraph shall be paid to LandlordSublandlord as and when received by Subtenant. Notwithstanding anything to the contrary contained herein, whether in determining the amount payable to Sublandlord under this Section there shall be deducted from the rent or consideration paid by the subtenant or assignee, as the case may be, the actual and reasonable costs incurred by Subtenant for marketing expenses, brokerage commissions (at rates no higher than standard rates), reasonable attorneys’ and architects’ fees, and any amounts paid by Subtenant to contractors or others in preparing the space for occupancy by the subtenant or assignee or provided by Subtenant as a work allowance therefor, which costs Subtenant shall be permitted to recoup before making any payments owed to Sublandlord under this Section 10. If this Sublease is assigned, or if the Premises or any portion thereof be underlet or occupied by anybody other than Subtenant, Sublandlord may, after default by Subtenant beyond all applicable notice and cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting underletting, occupancy or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute deemed a novation waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant Subtenant from the further performance by Subtenant of Tenant's obligations hereunderthe covenants on the part of Subtenant herein contained.

Assignment and Subletting. (a) Tenant Subtenant shall not have assign this Sublease in whole or in part or sublet the right to assign, sublet, transfer Subleased Premises in whole or encumber this lease, or any interest therein, in part without the prior written consent of LandlordSublandlord, which may be withheld or conditioned by Sublandlord in Sublandlord’s sole and absolute discretion. Any attempted assignmentNo such sublease or assignment shall be effective without the consent of Master Landlord under the Master Lease. If, sublettingas to any sublease or assignment for which consent is necessary, transfer Subtenant receives rent or encumbrance by Tenant other consideration in violation excess of the terms Base Rent and covenants of Additional Rent payable under this Paragraph Sublease, Subtenant shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and pay to Sublandlord all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interestexcess, after deducting Subtenant’s reasonable legal and brokerage and fit-up expenses paid for by Subtenant at the time of such subleasing or assignment. These covenants shall run with Amounts received by Sublandlord under the land immediately preceding sentence shall, after deducting Sublandlord’s reasonable legal expenses incurred in connection therewith, be divided evenly between Master Landlord and shall bind Tenant Sublandlord. If Sublandlord and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Master Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition consent to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease subletting, Subtenant shall remain fully and apply such rent against any sums due primarily liable to Landlord for Tenant hereunderSublandlord, and no such collection in all respects, under this Sublease. Notwithstanding the foregoing, Sublandlord’s prior written consent shall not be construed to constitute a novation required in connection with an assignment, sublease, transfer and/or use of all or a release portion of Tenant from the further performance Subleased Premises (a “Subtenant Transfer”) by Subtenant to, or by, any entity controlling, controlled by or under common control with Subtenant, or to, or by, any corporation or other entity which is a successor-in-interest to Subtenant by way of Tenant's obligations hereundermerger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of Subtenant; provided that, the terms of this sentence shall not affect or modify the requirement that Subtenant obtain Master Landlord’s prior written consent to all assignments, sublets and Subtenant Transfers.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublettransfer, transfer mortgage or encumber pledge this leaseLease or grant a security interest in Tenant's rights hereunder or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant without prior written approval thereof from Landlord, provided, however, that Landlord shall not unreasonably withhold its consent to a request by Tenant to sublet all or portions of the Premises or to an assignment to an entity having a net worth, at the time of such request for Landlord's approval of such assignment, at least equal to-that of Tenant's net worth as of the date of this Lease. In connection with any interest thereinrequest by Tenant for such approval to assignment or subletting, Tenant shall submit to Landlord in writing (i) the name of the proposed assignee or subtenant, (ii) such information as to its reputation, financial responsibility and standing as Landlord may reasonably require, including, without the limitation, business references and references from prior written consent of Landlord. Any attempted assignmentlandlords, subletting, transfer or encumbrance by Tenant in violation and (iii) all of the terms and covenants of this Paragraph shall provisions upon which the proposed assignment or subletting is to be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraphmade. No assignment, subletting transfer, mortgage, grant of security interest, sublease or other transferencumbrance, whether consented to or not approved, and no indulgence granted by Landlord to any assignee or notsublessee, shall relieve Tenant in any way impair the continuing primary liability (which after an assignment shall be joint and several with the assignee) of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection approval in a particular instance shall be construed deemed to constitute be a novation waiver of the obligation to obtain Landlord's approval in any other case. Landlord shall not be deemed to be unreasonable in withholding approval to an assignment, or a release sublease of all or any portion of the Premises if, without limitation, any ascertained debt of Tenant from to Landlord is unpaid, any default by Tenant exists hereunder or under any other agreement between Landlord and Tenant. If for any assignment or sublease Tenant shall receive rent or other consideration, either initially or over the further performance term of the assignment or sublease, in excess of the rent called for hereunder (or in the case of the sublease of part, in excess of such rent allocable to the part) after appropriate adjustments to assure that all other payments called for hereunder are taken into account, Tenant shall pay to Landlord, as Additional Rent, 90% of such excess of such payment of rent or other consideration received by Tenant's obligations hereunder, promptly after its receipt.

Assignment and Subletting. (a) Except as otherwise provided herein, Tenant shall not have the right to assign, sublet, assign or otherwise transfer or encumber this leaseLease, or any interest therein, without the prior written consent of LandlordLandlord which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, no Landlord consent shall be required for an assignment, transfer or sublease by Tenant to any person or entity which (i) controls, is controlled by, or is under common control with Tenant, (ii) purchases all or substantially all of the assets of Tenant, or (iii) merges with, acquires, or is acquired by, Tenant regardless of whether Tenant is the surviving entity (each a “Permitted Assignee” and, collectively, “Permitted Assignees”), provided that such Permitted Assignee has a net worth equal to or greater than the gross rent payable by Tenant to Landlord hereunder for the term of the Lease remaining following such sublease or assignment. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph paragraph shall be void. All cash or other proceeds Upon any assignment of any assignmentthis Lease by Tenant hereunder to a Permitted Assignee, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease Tenant shall be paid relieved of further liability under this Lease. If Tenant has failed to Landlord, whether such assignment, subletting pay all or other transfer is consented any portion of the monthly rent by its due date or if an Event of Default occurs or if Landlord in good xxxxx xxxxx the prospect of collecting the next payment of monthly rent to by Landlord or not, unless Landlord agrees to be impaired while the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises Premises or any part thereof are then assigned or sublet, then Landlord, in addition to any other remedies herein provided, as provided or provided by law, may at its option collect directly from such assignee or subtenant sublessee all rents becoming due payable to the Tenant under such assignment or sublease and apply such rent against any sums due or to become due to Landlord for Tenant hereunder, and no . No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's ’s obligations hereunder. If Landlord consents to any subletting or assignment by Tenant as hereinabove provided and any category of rent subsequently received by Tenant under any such sublease is in excess of the same category of rent payable under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then Landlord may, at its option, declare one-half (1/2) of such excess rents under any sublease or such additional consideration for any assignment to be due and payable by Tenant to Landlord as additional rent hereunder. Notwithstanding any provision to the contrary, in no event shall a change of name by Tenant constitute an assignment, sublease or transfer hereunder.

Assignment and Subletting. (a) So long as no Event of Default by Tenant shall not have the right to assignhas occurred and is continuing, subletTenant may, transfer or encumber this lease, or any interest thereinat Tenant’s sole expense, without the prior written consent of Landlord, assign, sublease or grant a right of occupancy or license of all or any portion of this Lease or the Premises to any Person; provided, however, that any such Person or other Person is not a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment or subletting. Any attempted assignmentassignee or subtenant shall assume in writing any obligations of Tenant with respect to the Premises assigned or subleased arising from and after the effective date of such assignment or subletting; provided, sublettinghowever, transfer that no such assignment or encumbrance by Tenant in violation subletting shall become effective until a fully executed copy of the terms an assignment and covenants of this Paragraph shall be void. All cash assumption agreement or other proceeds of any assignmentsublease agreement, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease may be, shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds been delivered to Landlord. Any assignmentproposed assignment or sublease document shall provide that the assignee or subtenant thereunder shall be liable for all of the obligations of Tenant under this Lease from and after the date of the assignment or subletting. Notwithstanding any such assignment or subletting, but subject to the terms and provisions of Section 13.3 below, Tenant shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Tenant” in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment or subletting had been made. In the event Tenant is not released pursuant to Section 13.3 below, Tenant will have the right, subsequent to any assignment or subletting (a) to receive a duplicate copy of each notice of default sent by Landlord to Tenant or any assignee or subtenant (but such notice shall be effective as against the Tenant, as well as any subsequent assignees or subtenants, even if a copy has not been delivered to such assignee or subtenant), and (b) to cure any default by Tenant or other transfer of Tenant's interest in this lease assignee or subtenant under the Lease within the cure period provided for hereunder. Tenant shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability provide written notice to Landlord for of any assignment or sublease of all amounts paid to persons other than Landlord by such successors in contravention or any portion of this ParagraphLease or the Premises and an executed copy of the agreement of assignment and assumption or sublease agreement within sixty (60) days after the execution thereof. No assignmentTo the extent Tenant is not released pursuant to Section 13.3 below, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due fails to perform on behalf of Tenant under the obligations of Tenant hereunder and Tenant performs such assignment or sublease and apply such rent against any sums due to Landlord for obligations, then Tenant hereunder, and no such collection shall be construed subrogated to constitute a novation the rights of Landlord as against such assignee or a release subtenant in respect of Tenant from the further performance of Tenant's obligations hereundersuch performance.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall at Landlord's option be void. All cash or other proceeds In addition to all rents payable hereunder by the Tenant to the Landlord, the Landlord shall, in addition, be entitled to receive from the Tenant one-half (1/2) of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds received by the Tenant which exceeds the rentals called for hereunder, resulting from any sublease of the premises, assignment of this Lease or any other transfer of Tenant's interest in this lease transfer. Such additional rent shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives successors and assigns in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If if the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as or provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. In determining the reasonableness of Landlord's decision to grant or withhold its consent to a proposed assignment or sublease, Landlord may take into consideration all relevant factors surrounding the proposed assignment or sublease, including, without limitation, the following: (a) the business reputation of the proposed assignee or subtenant and its officers, directors and stockholders; (b) the nature of the business and the proposed use of the premises by the proposed assignee or subtenant; (c) the financial condition of the proposed assignee or subtenant; (c) the effect that the proposed assignee's or subtenant's occupancy or use of a portion of the premises would have upon the premises and Landlord's investment therein; (d) the extent to which the proposed assignee or subtenant and Tenant provide Landlord with assurances reasonably satisfactory to Landlord as to the satisfaction of Tenant's obligation hereunder, including the payment of rent; and (e) restrictions, if any, imposed by the holder of any deed to secure debt or mortgage encumbering the premises or any portion thereof.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublettransfer, transfer mortgage or otherwise encumber this leaseLease or sublet or rent (or permit a third party to occupy or use) the Premises, or any interest thereinpart thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of LandlordLandlord which shall not be unreasonably withheld, conditioned or delayed. Any attempted assignmentThe parties acknowledge that Tenant is negotiating a sublease of approximately 1,000 square feet with a certified public accountant which sublease would begin after the Commencement Date. Landlord agrees to approve such sublease, sublettingprovided that the Tenant provides a written copy of such sublease to Landlord at least fifteen (15) days prior to the commencement date thereof and such sublease (I) provides for rent comparable to the rental rate of the Basis Rent, transfer or encumbrance by Tenant in violation of and (ii) the sublease does not contain any provisions which are contrary to the terms and covenants conditions of this Paragraph Lease. For purposes of the foregoing prohibition, a transfer at any one time or from time to time of twenty percent (20%) or more of an interest in Tenant (whether stock, partnership interest or other form of ownership or control) by any person(s) or entity (ties) having an interest in ownership or control of Tenant at the Lease Date or thereafter shall be voiddeemed to be an assignment of this Lease. All cash In the event of an assignment or subletting, the initial Tenant (and, as applicable, any subsequent tenant) shall remain liable under this Lease and the initial Tenant shall pay to Landlord fifty percent (50%) of the amount of rent or other proceeds sums directly or indirectly received by Tenant from any subtenant or assignee which exceeds (a) actual reasonable costs incurred by Tenant for subtenant/assignee improvements and real estate brokerage commissions, each as amortized over the Term of any assignmentthe Lease, such proceeds as exceed plus (b) the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to LandlordRent due hereunder. Any assignment, encumbrance, or sublease without Landlord's written consent, unless otherwise expressly permitted under this Section 11.1, shall be voidable by Landlord and, at Landlord's election, constitute an Event of Default hereunder. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other transfer party from obtaining the consent in writing of Tenant's interest in this lease shall be for an amount equal Landlord to the then fair market value of such interestany further assignment, transfer, encumbrance or subletting. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability hereby assigns to Landlord for all amounts paid to persons the rent and other than Landlord by such successors in contravention of this Paragraph. No assignmentsums due from any subtenant, subletting assignee or other transferoccupant of the Premises and hereby authorizes and directs each such subtenant, whether consented assignee or other occupant to by Landlord pay such rent or notother sums directly to Landlord; provided, shall relieve Tenant of its liability hereunder. Upon however, that until the occurrence of an "event Event of default" as hereinafter definedDefault, If Tenant shall have the premises or any part thereof are then assigned or sublet, Landlord, in license to continuing collecting such rent and other sums. In addition to the foregoing limitations on assignment and/or subletting, upon any written request by Tenant for approval or consent of an assignment, sublease or other remedies herein provideduse by a third party of more than fifty percent (50%) of the Premises (an informal or general oral request shall not trigger this provision), Landlord shall have the right, but not the obligation, to terminate the Lease, as provided by lawto all or a portion of the Premises concerning which such request was made, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection which right shall be construed exercised, if at all, within ten (10) business days after Landlord's receipt of such request; if the right is not so exercised, then Landlord shall maintain such right as to constitute a novation or a release any and all future such requests for more than fifty percent (50%) of Tenant from the further performance of Tenant's obligations hereunderPremises.

Assignment and Subletting. (a) Tenant shall not assign this Lease nor sublet all or any part of the Premises, except to an affiliated entity of common ownership and business (“Affiliate”), without first securing Landlord’s written consent, which consent shall not be unreasonably withheld. In the event of an assignment or subletting, the assignee and/or subtenant shall first assume in writing all of the obligations of Tenant under this Lease and Tenant shall, for the full Term, continue to be jointly and severally liable with such assignee or subtenant for the payment of rents and the performance of all obligations required of Tenant under this Lease. Tenant hereby acknowledges that the use to which the Premises are put and the compatibility of any occupant of the Premises with other tenants, and the use, creditworthiness, and ability to pay rent when due are of prime importance and significance to Landlord in the operation and maintenance of the Building in which the Premises are located. The consent by Landlord to an assignment or sublease will not be construed to relieve Tenant from obtaining Landlord’s prior written consent in writing to any further assignment or sublease. No permitted subtenant may assign or encumber its sublease or further sublease all or any portion of its subleased space, or otherwise permit the subleased space or any part of its subleased space to be used or occupied by others, without Landlord’s prior written consent in each instance. Acceptance of payments from a person or entity other than Tenant shall not constitute a consent to the assignment or subletting of the Premises. If Landlord consents to a proposed assignment or sublease, then Landlord will have the right to assign, sublet, transfer require Tenant to pay to Landlord a sum equal to (a) any Rent or encumber this lease, or other consideration paid to Tenant by any interest therein, without proposed transferee that is in excess of the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance Rent allocable to the transferred space then being paid by Tenant to Landlord pursuant to this Lease; (b) any other profit or gain realized by Tenant from any such sublease or assignment: and (c) Landlord’s reasonable attorneys’ fees, consultant fees, and costs incurred in violation connection with negotiation, review, and processing of the terms and covenants of this Paragraph shall be voidtransfer, not to exceed $1,000.00. All cash or other proceeds such sums payable will be payable to Landlord at the time the next payment of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer Base Rent is consented to by Landlord or not, unless Landlord agrees due. Anything to the contrary in writingthis Lease notwithstanding, except when the assignment or subletting is proposed to an Affiliate, at any time within twenty (20) days after Landlord’s receipt of all (but not less than all) of the information and documents reasonably requested by Landlord, Landlord may, at its option by written notice to Tenant, elect to: (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal upon the same terms as those offered to the then fair market value proposed subtenant; (b) take an assignment of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives Lease upon the same terms as those offered to the proposed assignee; or (c) terminate the Lease in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee its entirety or transferee as to the portion of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred the Premises proposed to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then be assigned or sublet, Landlordwith a proportionate adjustment in the Rent payable hereunder if the Lease is terminated as to less than all of the Premises. If Landlord does not exercise any of the options described in the preceding sentence, then, during the above-described twenty (20) business day period, Landlord shall either consent or deny its consent to the proposed assignment or subletting. Landlord shall have the right to assign or transfer, in addition to any other remedies herein provided, as whole or in part every feature of its rights and obligations hereunder and the Premises provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due transferee recognizes and agrees to Tenant under such assignment be bound by the terms of this Lease. Such assignments or sublease and apply such rent against any sums due transfers may be made to Landlord for Tenant hereundera corporation, trust, trust company, individual or group of individuals, and no such collection howsoever made “shall be construed to constitute a novation or a release of Tenant from the further performance of in all things respected and recognized by Tenant's obligations hereunder.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer mortgage, pledge or encumber this leaseLease, the Premises, or any interest thereinin the whole or in any portion thereof, directly or indirectly, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event of any assignment, sublease, mortgage, pledge or encumbrance, Tenant shall: (i) remain primarily liable for the performance of all terms of this Lease, (ii) pay all reasonable costs incurred by Landlord in connection with such assignment, sublease or mortgage, including without limitation, reasonable attorneys' fees and a $500.00 processing fee, (iii) and, after deducting reasonable expenses actually incurred to pay leasing commissions, tenant improvements and other costs incurred in subleasing the space, pay to Landlord one-half (1/2) of any rental or any fees or charges received by Tenant in excess of the Annual Rental payable to Landlord hereunder as further rental under this Lease. Landlord's consent to one assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease as required herein. Any attempted assignment, subletting, transfer assignment or encumbrance sublease by Tenant in violation of the terms and covenants conditions of this Paragraph numbered paragraph 22 shall be null and void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case Upon notice to Landlord of a proposed sublease or assignment of all or any portion of the Premises (the "Proposed Space"), Landlord shall have the option, within fifteen (15) days after its receipt of such notice, to terminate this Lease with respect to the Proposed Space, whereupon the parties hereto shall have no further rights or liabilities with respect to the Proposed Space except as otherwise expressly set forth herein. In the event of a proposed assignment of this Lease or subletting and of all cash or other proceeds a part of any other transfer of Tenant's interest in this lease the Premises, Tenant shall be paid submit to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, (i) the name of the proposed assignee or sublessee, (ii) current financial statements available to Tenant disclosing the financial condition of the proposed assignee or subtenant, (iii) the nature of the business of the proposed assignee or sublessee, and Tenant hereby assigns all rights it might have its proposed use of the Premises (any assignment or ever acquire in any such proceeds subletting being subject to Landlord. Any assignment, subletting or other transfer of Tenant's interest restrictions on use contained in this lease Lease, the violation of which by the proposed assignee or sublessee shall be constitute absolute grounds for an amount equal to Landlord's denial of the then fair market value requested assignment or subletting, such grounds not being the exclusive grounds for denial under clause (iii)) and (iv) the proposed commencement date of the assignment or subletting, together with a copy of the proposed assignment or sublease. Within thirty (30) days after its receipt of such interest. These covenants notice, Landlord shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee either approve or transferee of Tenant's interest in this lease (all disapprove such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such proposed assignment or sublease and apply such rent against any sums due in writing. Tenant shall promptly deliver a copy of the fully executed assignment or sublease to Landlord for upon its receipt of same. Notwithstanding the foregoing, Tenant hereunderwill not require Landlord consent nor pay any additional rent or fees: (a) to sublease a portion of its space to an insurance, securities, commercial leasing, investment banking company, or other financial services company, provided each sublease does not exceed more than 500 usable square feet, or (b) to assign this Lease in the event of a merger or other change of control event where the proposed assignee is engaged in the same or similar business and no such collection is at least as creditworthy as Tenant, or is under common corporate control with Tenant. Notwithstanding anything in this Lease to the contrary, unless approved by Landlord, Tenant further agrees that any assignment or sublease shall be construed subject to constitute the following additional limitations: (i) in no event may Tenant assign this Lease or sublet all or any portion of the Premises to an existing Tenant of the Building or its subtenant or assignee; (ii) in no event shall the proposed subtenant or assignee be a novation person or entity with whom Landlord or its agent is negotiating and to or from whom Landlord, or its agent, has given or received any written or oral proposal within the past six (6) months regarding a release lease of space in the Building; and (iii) Tenant shall not publicly advertise the rate for which Tenant is willing to sublet the Premises; and all public advertisements of the assignment of the Lease or sublet of the Premises, or any portion thereof, shall be subject to prior written approval by Landlord, such approval not to be unreasonably withheld or delayed. Said public advertisement shall include, but not be limited to, the placement or display of any signs or lettering on the exterior of the Premises or on the glass or any window or door of the Premises or in the interior of the Premises if it is visible from the further performance of Tenant's obligations hereunderexterior.

Assignment and Subletting. (a) A. Tenant shall agrees not have the right to assign, sublet, transfer license, mortgage or encumber this leaseLease Agreement, the Premises, or any interest thereinpart thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of Landlord, in each instance not to be unreasonably withheld, conditioned or delayed. Any attempted If Tenant is a corporation or a partnership, transfer of a controlling interest of Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article. Consent by Landlord in one such instance shall not be a waiver of Landlord’s rights under this Article as to requiring consent for any subsequent instance. In the event Tenant desires to sublet a part or all of the Premises, or assign this Lease Agreement, Tenant shall give written notice to Landlord at least thirty (30) days prior to the proposed subletting or assignment, subletting, transfer or encumbrance by Tenant in violation which notice shall state the name of the proposed subtenant or assignee, the terms of any sublease or assignment documents and covenants copies of this Paragraph shall be void. All cash financial reports or other proceeds relevant financial information of the proposed subtenant or assignee. At Landlord’s option, any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash rental payments by the proposed assignee or other proceeds sublessee with respect to the assignment of any other transfer of Tenant's interest in this lease sublease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds directly to Landlord. Any assignment, In any event no subletting or other transfer of Tenant's interest in this lease assignment shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve release Tenant of its liability hereunderobligation to pay the rent and to perform all other obligations to be performed by Tenant hereunder for the Term of this Lease Agreement. Upon The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. At Landlord’s option, Landlord may terminate the occurrence Lease Agreement in lieu of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition giving its consent to any other remedies herein proposed assignment of this Lease Agreement or subletting of the Premises by delivering written notice to Tenant (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant); provided, as provided by lawif Landlord elects to terminate the Lease, may at Tenant shall have the right to withdraw its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such proposed assignment or sublease and apply within five (5) days after receipt of Landlord’s termination notice, in which case such rent against any sums due to Landlord for Tenant hereunder, and no such collection termination shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereundernull and void and this Lease Agreement shall continue in full force and effect.

Assignment and Subletting. (a) Tenant Except as otherwise provided in Article 25 of the Master Lease and this Section 11, Sublessee shall not have the right to assign, sublet, transfer assign this Sublease or encumber this lease, to sublet the whole or any interest therein, part of the Sublet Premises without the prior written consent of LandlordSublessor in each and every instance. Any attempted assignmentSublessor is aware that Sublessee is contemplating a corporate reorganization that would create a holding company structure, subletting, transfer or encumbrance by Tenant in violation which Sublessee would be a wholly-owned subsidiary of a limited liability company and other wholly-owned subsidiaries of the terms and covenants holding company would be created to operate in specific states or to serve other specific functions. To the extent that such corporate reorganization occurs during the Term, Sublessor shall not unreasonably withhold its consent to an assignment or sublet of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid Sublease by Sublessee to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlordwholly-owned subsidiary or holding company. Any assignment, subletting or other transfer of Tenant's interest in this lease Sublessor shall be for an amount equal to have the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlordright, in addition its discretion, to refuse to grant its consent to any other remedies herein provided, as provided by law, may at its option collect directly from such assignment or sublet of this Sublease. Any sublet or assignment of this Sublease shall be subject and subordinate to this Sublease. No assignment shall be valid or effective unless and until the assignee or subtenant subletting party shall have delivered to Sublessor an instrument, in form reasonably satisfactory to Sublessor, pursuant to which the assignee or subletting party assumes the due observance and performance of all rents becoming due to Tenant under of the obligations of Sublessee hereunder from and after the date of such assignment or sublease sublet. Sublessee covenants and apply such rent against agrees that notwithstanding any sums assignment or sub-subletting to any assignee or subletting party and/or acceptance of Rent by Sublessor from any assignee or subletting party, Sublessee shall and will remain fully liable for the payment of the Rent due and to Landlord become due hereunder and for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunderall the covenants, agreements, terms, provisions and conditions contained in this Sublease on the part of Sublessee to be performed.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, assign or otherwise transfer or encumber this leaseLease, or any interest therein, without the prior written consent of LandlordLandlord and such consent is not to be unreasonably withheld. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (Lease ( all such assignees, sublessees and transferees being hereinafter referred to as "successorsTransferees"), by assuming Tenant's obligations hereunder obligation hereunder, shall assume liability to Landlord for all the amounts paid to persons other than the Landlord by such successors Transferees to which Landlord is entitled or is otherwise in contravention of this ParagraphParagraph 15. No assignment, subletting or other transfer, whether or not consented to by Landlord or notpermitted hereunder, shall relieve Tenant of its liability hereunderunder this Lease. Upon If an Event of Default occurs while the occurrence of an "event of default" as hereinafter defined, If the premises Premises or any part thereof are then assigned or sublet, then Landlord, in addition to any other remedies herein provided, as provided or provided by law, may at its option collect directly from such assignee or subtenant Transferee all rents becoming due payable to the Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no . No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. If Landlord consents to any subletting or assignment by Tenant as hereinabove provided and any category of rent subsequently received by Tenant under any such sublease is in excess of the same category of rent payable under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then Landlord may, at its option, declare such excess rents under any sublease or such additional consideration for any assignment to be due and payable by Tenant to Landlord as additional rent hereunder. The following shall additionally constitute an assignment of this Lease by Tenant for the purpose of this paragraph 15: (i) if Tenant is a corporation, any merger, consolidation, dissolution or liquidation, or any change in ownership or power to vote of thirty percent (30%) or more of Tenant's outstanding voting stock; (ii) if Tenant is a partnership, joint venture or other entity, any liquidation, dissolution or transfer of ownership of any interests totalling thirty percent (30%) or more of the total interests in such entity; (iii) the sale, transfer, exchange, liquidation or other distribution of more than thirty percent (30%) of Tenant's assets, other than this Lease; or (iv) the mortgage, pledge, hypothecation or other encumbrance of or grant of a security interest by Tenant in this Lease, or of any of Tenant's rights hereunder.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest therein, without the prior written consent of Landlord, whose consent shall not be unreasonably withheld. It shall be deemed reasonable for Landlord in determining whether to withhold its consent to such proposed assignment or subletting, to consider the usage, character, and reputation of the proposed sublessee or assignee. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, fifty (50%) percent of such proceeds proceeds, less Tenant's reasonable costs incurred in connection with assigning or subleasing the Premises, as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignmentProvided there is no uncured default of the Lease, subletting or other transfer of Tenant's interest and Tenant remains liable to Landlord, Landlord consent shall not be required in the event Tenant assigns this lease to a wholly owned subsidiary or affiliate or in the event of a share purchase, merger or sale of substantially all of the assets of Tenant provided, however, Tenant shall be for an amount equal provide notice thereof to the then fair market value Landlord within 30 days of such interestassignment. Tenant may advertise and offer said space for sublease at such terms as determined by Tenant. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees sublessee and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If if the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder.

Assignment and Subletting. (a) Tenant Subtenant expressly covenants and agrees that it shall not have the right to assign, subletmortgage, transfer pledge or encumber this leaseSublease nor sublet the Premises or any part thereof, nor suffer or permit the Premises or any part thereof to be used or occupied by others, except strictly in accordance with Articles 11 and 43 of the Master Lease, and, in addition, in any instance under the Master Lease where Landlord's consent is required, Sublandlord's consent shall also be required, but Sublandlord covenants and agrees not to unreasonably withhold or delay its consent in such instance if Landlord has consented thereto, provided, however, if Sublandlord shall not grant or deny its consent (which denial shall be accompanied by a reasonably detailed statement setting forth the reasons for such denial) on or prior to the date Landlord issues its consent (provided that to the extent Subtenant makes such request directly to Landlord, Subtenant requests such consent from Sublandlord at the time it requests consent from Landlord and provides Sublandlord with all the information required under the Master Lease to be provided regarding such sublease), Sublandlord shall be deemed to have consented thereto. If this Sublease be assigned, or if the Premises or any interest thereinpart thereof be sublet or occupied by anyone other than Subtenant, without Sublandlord may, after default by Subtenant, collect rent from the prior written consent of Landlord. Any attempted assignee, subtenant or occupant, and apply the net amount collected to the Rent reserved in this Sublease, but no such assignment, subletting, transfer occupancy, or encumbrance collection by Tenant in violation Sublandlord shall be deemed a waiver of the terms and covenants covenant set forth above or the acceptance of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee subtenant or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to occupant as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant Subtenant from the further performance by Subtenant of Tenant's obligations hereundercovenants and agreements on the part of Subtenant contained in this Sublease.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, assign or otherwise transfer or encumber this leaseLease, or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. (Notwithstanding the foregoing, Landlord hereby consents to the sublease to any entity owned or controlled by Xxxx Xxxxxxxx of no more than twenty percent (20%) of the then total square footage of the Premises for which Tenant is then obligated to pay Rent hereunder.) Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease Lease (all such assignees, sublessees and transferees being hereinafter referred to as "successorsTransferees"), by assuming Tenant's obligations hereunder hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors Transferees to which Landlord is entitled or is otherwise in contravention of this ParagraphParagraph 15. No assignment, subletting or other transfer, whether or not consented to by Landlord or notpermitted hereunder, shall relieve Tenant of its liability hereunderunder this Lease. Upon If an Event of Default occurs while the occurrence of an "event of default" as hereinafter defined, If the premises Premises or any part thereof are then assigned or sublet, then Landlord, in addition to any other remedies herein provided, as provided or provided by law, may at its option collect directly from such assignee or subtenant Transferee all rents becoming due payable to the Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no . No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. If Landlord consents to any subletting or assignment by Tenant as hereinabove provided and any category of rent subsequently received by Tenant under any such sublease is in excess of the same category of rent payable under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then Landlord may, at its option, declare such excess rents under any sublease or such additional consideration for any assignment to be due and payable by Tenant to Landlord as additional rent hereunder. The mortgage, pledge, hypothecation or other encumbrance of or grant of a security interest by Tenant in this Lease shall additionally constitute an assignment of this Lease by Tenant for the purposes of this Paragraph 15. Provided the assignment of this Lease is to an entity (a) in which or with which Tenant, or its successors or assigns, is merged or consolidated, (b) acquiring all or substantially all of Tenant's assets, or (c) acquiring all or substantially all of Tenant's stock, so long as Tenant's obligations hereunder are assumed by the new entity in the case of a merger/consolidation or asset acquisition, such assignment shall not require the consent of Landlord under this Lease, provided, however, that Tenant shall in all instances give Landlord prompt, written notice of all assignments, which notice shall include the name and address of the assignee.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest thereinmay not, without the prior written consent of Landlord. Any attempted assignment, sublettingwhich consent may be withheld by Landlord in its sole, transfer unfettered discretion (except as set forth in subsection (b) below), assign this Lease or encumbrance by Tenant in violation any interest hereunder, or sublet the Premises or any part thereof, or permit the use of the terms and covenants Premises by any party other than Tenant. In the event that Tenant is a corporation or entity other than an individual, any transfer of a majority or controlling interest in Tenant (whether by stock transfer, merger, asset sale, operation of law or otherwise) shall be considered an assignment for purposes of this Paragraph paragraph and shall be voidrequire Landlord’s prior written consent. All cash Consent to one assignment or other proceeds of any assignmentsublease shall not waive this provision, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds later assignments and subleases shall likewise be made only upon the prior written consent of any other transfer of Tenant's interest Landlord. Tenant shall reimburse Landlord for its reasonable legal and administrative costs in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in reviewing any such proceeds to Landlordproposed assignment or sublease. Any assignment, subletting Subtenants or other transfer of Tenant's interest in this lease assignees shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability become liable to Landlord for all amounts paid obligations of Tenant hereunder, without relieving Tenant’s liability hereunder and, in the event of any default by Tenant under this Lease, Landlord may, at its option, but without any obligation to persons do so, elect to treat such sublease or assignment as a direct Lease with Landlord and collect rent directly from the subtenant. In addition, upon any request by Tenant for Landlord’s consent to an assignment or sublease (other than with respect to a transfer described in subsection (b) below that does not require Landlord’s consent), Landlord by such successors may elect to terminate this Lease and recapture all of the Premises (in contravention the event of an assignment request) or the applicable portion of the Premises (in the event of a subleasing request); provided, however, if Landlord notifies Tenant that Landlord elects to exercise this recapture right, Tenant may, within five (5) business days of its receipt of Landlord’s notice, notify Landlord that Tenant withdraws its request to sublease or assign, in which case Tenant shall continue to lease all of the Premises, subject to the terms of this ParagraphLease and Landlord’s recapture notice shall be null and void. No assignmentIf Tenant desires to assign or sublease, subletting Tenant must provide written notice to Landlord describing the proposed transaction in detail and providing all documentation (including detailed financial information for the proposed assignee or other transfersubtenant) reasonably necessary to let Landlord evaluate the proposed transaction. Landlord shall notify Tenant within twenty (20) days of its receipt of such notice whether Landlord elects to exercise its recapture right and, if not, whether Landlord consents to the requested assignment or sublease. If Landlord fails to respond within such twenty (20) day period, Landlord will be deemed not to have elected to recapture and not to have consented to by the assignment or sublease. If Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition does consent to any other remedies herein provided, as provided by law, may at its option collect directly from such assignment or sublease request and the assignee or subtenant all rents becoming due pays to Tenant an amount in excess of the Rent due under this Lease (after deducting Tenant’s reasonable, actual expenses in obtaining such assignment or sublease and apply sublease, amortized in equal monthly installments over the then remainder of the Term), Tenant shall pay 50% of such rent against any sums due excess to Landlord for Tenant hereunder, as and no such collection shall be construed to constitute a novation or a release of Tenant from when the further performance of monthly payments are received by Tenant's obligations hereunder.

Assignment and Subletting. (a) 7.1 Tenant shall not have the right to assign, sublet, transfer assign this Lease or encumber this leaseany of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the Premises or any interest thereinpart thereof, without the Landlord’s prior written consent, which consent of may be granted or withheld in Landlord’s discretion, which will not be unreasonably withheld. Any attempted assignment, subletting, No assignment or transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall Lease may be void. All cash effected by operation of law or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to otherwise without Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord’s prior written consent. Any assignment, subletting or other transfer occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of Tenant's interest in this lease rent from any assignee, subtenant or occupant shall not be for an amount equal to the then fair market value construed as a waiver or release of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assignsfrom liability hereunder. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transferoccupancy, whether consented Landlord’s consent thereto or Landlord’s collection or acceptance of rent from any assignee, subtenant or occupant shall not be construed as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant assigns to Landlord any sum due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease. Tenant authorizes each such assignee, subtenant or occupant to pay such sum directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee, subtenant or occupant as tenant. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall not mortgage this Lease without Landlord’s written consent, which consent may be granted or withheld in Landlord’s sole and absolute discretion. Tenant shall pay the expenses (including Reston Lease - Commerce Park Lease Agreement Final.doc reasonable attorneys’ fees) incurred by Landlord or not, shall relieve Tenant of in connection with Tenant’s request for Landlord to give its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition consent to any other remedies herein providedassignment, as provided by lawsubletting, may at its option collect directly from such assignee occupancy or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereundermortgage.

Assignment and Subletting. (a) Except as expressly provided herein, Tenant shall not have assign this Lease or sublet all or part of the right to assignLeased Premises or any part thereof or mortgage, sublet, transfer pledge or hypothecate or otherwise encumber this leaseLease, or any interest thereinin this Lease or the Leased Premises, or permit the use or occupancy of all or part of the Leased Premises by any person or persons other than Tenant, without the prior express written consent permission of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Any attempted assignmentIn the event of a permitted assignment or sublease, subletting, transfer or encumbrance by Tenant if Landlord consents in violation writing to an assignment of this Lease or sublease of all or part of the terms Leased Premises, or any such other transaction, (i) Tenant and covenants Guarantor will remain fully and primarily liable for the performance of this Paragraph shall all of the covenants, duties, and obligations hereunder including, without limitation, the obligation to pay all rent and other sums herein provided to be void. All cash paid, (ii) Landlord may require that Tenant pay to Landlord a reasonable sum as attorney’s or other proceeds of any assignment, fees (not to exceed $1,500.00) arising incident to such proceeds as exceed transaction and that the rentals called for hereunder in the case of assignee or subtenant pay Landlord a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to reasonable sum incurred by Landlord in moving the assignee or notsubtenant in and out of the Leased Premises should Landlord be requested and elect to provide such assistance; however, unless Landlord agrees is under no obligation to the contrary in writing, provide such assistance; and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon iii) upon the occurrence of an "event of default" as hereinafter defined, If the premises default if all or any part thereof of the Leased Premises are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by this Lease or provided by law, may may, at its option option, collect directly from such the assignee or subtenant sublessee all rents becoming due to Tenant under such by reason of the assignment or sublease and apply such rent against any sums due to sublease. Any collection directly by Landlord for Tenant hereunder, and no such collection from the assignee or sublessee shall not be construed to constitute a novation or a release of Tenant from the further performance of its obligations under this Lease or a waiver of this Section 4.8. Consent by Landlord to one transfer or assignment shall not operate as a consent to any subsequent transfer or assignment by Tenant's obligations hereunder. Any change in the majority ownership or beneficial ownership of Tenant or any acquisition by a control group of majority ownership of the publicly held equity in Guarantor, or a merger, consolidation, dissolution, liquidation or similar transaction involving Tenant or Guarantor in which Tenant or Guarantor, as the case may be, is not the surviving entity, or any transaction or series of transactions resulting in a change of the control of Tenant, or the sale of greater than fifty percent (50%) of Tenant’s or Guarantor’s assets, shall constitute an assignment for purposes of this Lease, and Tenant shall notify Landlord in writing of any such proposed transaction as soon as reasonably possible given the constraints on selective disclosure of material events by a publicly-traded company.

Assignment and Subletting. (a) Tenant Sublessee shall comply with the express terms and provisions of Section 22 of the Prime Lease with regard to assignment and subletting and in those instances where applicable, shall be subject to the Prime Lessor’s approval as provided in the Prime Lease; provided, however, if Sublessor must first obtain the written consent of Prime Lessor, Sublessor’s consent, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, nothing in this Section shall impose upon Sublessor any obligation to obtain, beyond its reasonable efforts to do so, the consent of Prime Lessor or any other third party. Sublessee shall, at its sole cost and expense, pay all fees and costs as defined in the Prime Lease to Prime Lessor in connection with the subletting of the Sublet Premises to the party who will become the sub-sublessee, as well as any fees and costs relating to any future assignments or subleases by Sublessee. Notwithstanding anything to the contrary contained in this Section 15, Sublessee shall have the right (i) to assignsublease or assign all or a portion of the Sublet Premises to any related entity, subletparent company, affiliate or subsidiary of Sublessee (collectively, “Affiliate”) or (ii) to assign this Sublease as part of a consolidation, merger, reorganization or stock transfer or encumber this leasefrom a purchase of a substantial portion of Sublessee’s assets; provided that such Affiliate has equal or greater financial strength as Sublessee as reasonably determined by Sublessor and further, provided that such subleasing or any interest thereinassignment is in full compliance with the provisions of the Prime Lease, including, without limitation, the prior written consent of LandlordPrime Lessor. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of To the terms and covenants of this Paragraph shall be void. All cash or other proceeds of extent that any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be request for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation of all or a release portion of Tenant the Sublet Premises is made by Sublessee and the party who will become the sub-sublessee is not an Affiliate, Sublessor shall not unreasonably withhold, condition or delay the approval of any proposed sublease or assignment, provided that such subleasing and assignment rights are in accordance with the provisions of Section 22 of the Prime Lease and this Section 15. In the event of an assignment or a sublease of all or any portion of the Sublet Premises by Sublessee, the original Sublessee shall not be released from its obligations hereunder or under the further performance of Tenant's obligations hereunderPrime Lease and the Guaranty by Guarantor shall remain in full force and effect throughout the Sublease Teem.

Assignment and Subletting. (a) The Tenant shall not have the right to assign, sublet, transfer or encumber mortgage this lease, Lease or any right or interest therein, therein or sublet the Leased Premises or any part thereof without the prior written consent of Landlord. Any attempted assignment, subletting, transfer .** No assignment or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run made with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee consent of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability obligations hereunder and Tenant shall continue to be liable as a principal (and not as a guarantor or surety) to the same extent as though no assignment or sublease had been made. Consent by Landlord to one assignment or subletting shall not be construed to be a consent to any additional assignment or subletting. Each such successive act shall require similar consent of Landlord. Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a result of Tenant's request for consent to any such assignment or subletting. In the event Tenant subleases the Leased Premises, or any portion thereof, or assigns this Lease with the consent of the Landlord, as additional rental hereunder, any rental payment exceeding that stated herein, shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as hereinafter defineddefined below, If the premises if all or any part thereof of the Leased Premises are then assigned or sublet, LandlordLandlord may, in addition to any other remedies herein provided, as provided by this Lease or provided by law, may at its option collect directly from such the assignee or subtenant all rents becoming due to Tenant under such assignment Tenant. Any collection directly by Landlord from assignee or sublease and apply such rent against any sums due to Landlord for Tenant hereundersubtenant shall not be construed, and no such collection shall be construed however, to constitute a novation or a release of Tenant from the further performance of Tenantits obligations under this Lease. Notwithstanding the foregoing, it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. ss.101 et seq. (the "Bankruptcy Code"), any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Landlord an instrument confirming such assumption. ** Landlord's written consent shall not be unreasonably withheld or delayed. If Tenant is a corporation then any transfer of this Lease by merger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock in Tenant outstanding at the time of execution of this Lease shall constitute an assignment for the purposes of this Lease; provided, however, any corporate acquisition of all stock of a corporate tenant by any corporation, the stock of which is registered pursuant to the Securities Act of 1933 or the merger of a corporate tenant into such a corporation, the stock of which is so registered, shall not be deemed to be a violation. For purposes of this section, the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation involved. If Tenant is a general partnership having one or more corporations as partners or if Tenant is a limited partnership having one or more corporations as general partners, the provisions of this section shall apply to each of such corporations, as if such corporations alone had been the Tenant hereunder. If Tenant is a general or limited partnership, joint venture, or other form of association, the transfer of a majority of the ownership interests therein shall constitute an assignment for the purposes of this Lease. See Rider #5, Section five for additional assignment and subletting conditions.

Assignment and Subletting. (a) Tenant shall not have during the right to assign, sublet, transfer Principal Term assign this Lease Agreement or encumber this lease, or any interest therein, sublet the entire Premises without first obtaining the prior written consent of Landlord. Any attempted assignmentLandlord which consent Landlord agrees not unreasonably to withhold or delay; provided, sublettinghowever, transfer or encumbrance by that Tenant in violation shall have the right during the Principal Term to assign this Lease Agreement and/or to sublet the entire Premises without the prior consent of Landlord to any Tenant Affiliate and/or to any entity which acquires substantially all of the terms business of Tenant. Tenant shall have the right, without the prior consent of Landlord, effective from and after the commencement of the Principal Term, to sublet a portion of the Premises to a second gambling facility operator and, if and to the extent the operation of a gambling facility is not permitted at the Premises, to sublet portion(s) of the Premises to various users. In the event of any assignment of this Lease or subletting of the Premises made with or without Landlord's consent, Tenant shall, nevertheless, remain liable for the performance of all of the terms, conditions and covenants of this Paragraph Lease and Tenant shall cause any assignee to execute and deliver to Landlord an assumption of liability agreement, including an assumption by the assignee of all of the obligations of Tenant and the assignee's ratification of and agreement to be voidbound by all the provisions of this Lease. All cash or other proceeds of any assignment, such proceeds as exceed Notwithstanding anything to the rentals called for hereunder contrary set forth in the case preceding sentence, in the event that a New Gaming Company occupies a portion of the Premises for use as a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlordgambling facility, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless the Landlord agrees to the contrary in writinglook solely to New Gaming Company and its guarantor, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignmentif any, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal with respect to the then fair market value of such interest. These covenants shall run with the land Percentage Rent and/or Fixed Rent due and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), owing by assuming Tenant's obligations hereunder shall assume liability to Landlord New Gaming Company for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may gambling facility at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder.the

Assignment and Subletting. (a) Tenant shall not have the right Not to assign, sublettransfer, transfer mortgage or encumber pledge this leaseLease or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or any interest therein, permit the occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord. Any attempted In the event Tenant desires to assign this Lease or sublet any portion or all of the Premises, Tenant shall notify Landlord in writing of Xxxxxx's intent to so assign this Lease or sublet the Premises and the proposed effective date of such subletting or assignment, subletting, transfer or encumbrance by Tenant and shall request in violation of the terms and covenants of such notification that Landlord consent thereto. Landlord may terminate this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder Lease in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such proposed assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees suspend the application of this Lease for the period and with respect to the contrary space involved in writingthe case of a proposed subletting (in which case the Annual Fixed Rent Rate, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant Monthly Fixed Rent Rate and Tenant's heirsPercentage shall be reduced in proportion to the reduction of the Rentable Floor Area of Premises due to the removal of the sublet premises) by giving written notice of termination or suspension to Tenant, executorswith such termination or suspension to be effective as of the effective date of such assignment or subletting. If Landlord does not so terminate or suspend, administratorsXxxxxxxx's consent shall not be unreasonably withheld to an assignment or to a subletting, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon provided that the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to shall use the Premises only for the Permitted Uses. Tenant under shall, as Additional Rent, reimburse Landlord promptly for Landlord's reasonable legal expenses incurred in connection with any request by Tenant for such consent. If Landlord consents thereto, no such subletting or assignment or sublease and apply such rent against shall in any sums due to Landlord for way impair the continuing primary liability of Tenant hereunder, and no such collection consent to any subletting or assignment in a particular instance shall be construed deemed to constitute be a novation waiver of the obligation to obtain the Landlord's written approval in the case of any other subletting or assignment. With respect to any assignment or subletting during the original term or any Extended Term of this Lease, such assignment shall not include the rights granted to Tenant under Section 2.3 hereinabove to extend the term, and such sublease shall be for a release term expiring no later than the Expiration Date. Notwithstanding anything to the contrary contained herein, Landlord shall have no right during the original term to terminate this Lease in the case of a proposed subletting of 15,000 square feet of Premises or less, so long as such subletting is not for the balance of the original term. If for any assignment or sublease consented to by Landlord hereunder Xxxxxx receives rent or other consideration attributable to Tenant's interest under this Lease so assigned or subleased, either initially or over the term of the assignment or sublease, in excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent fairly allocable to the part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and after deduction for reasonable expenses of Tenant in connection with the assignment or sublease, including without limitation brokerage commissions, alterations and improvements to the Premises in connection with any such sublease amortized on a straight-line basis over the term of the sublease in question, and reasonable attorneys' fees, to pay to Landlord as additional rent fifty (50%) percent of any such excess arising from each such payment of rent or other consideration received by Tenant promptly after its receipt. Any other provision of this Lease notwithstanding, Tenant shall have the further performance right, without Landlord's prior consent, without any right of Landlord to terminate this Lease and without any obligation to pay any such excess rent or other consideration to Landlord, to assign this Lease and to sublease all or any portion of the Premises to any person or business organization controlling, controlled by, or under common control with Tenant (an "Affiliate"), or in connection with the consolidation or merger of or into Tenant or the sale of all or substantially all of Tenant's assets to another entity (a "Permitted Transferee"), provided, however, in the case of an assignment or sublease to an Affiliate, Tenant remains primarily liable hereunder, and provided, further, in respect of an assignment or sublease to a Permitted Transferee, (i) the resulting entity has a net worth equal to or greater than the net worth of Tenant immediately prior to such transfer, (ii) provided further that proof reasonably satisfactory to Landlord of such net worth is delivered to Landlord within thirty (30) days after such transfer, and (iii) such entity agrees in a written instrument to assume all of the obligations of Tenant hereunder.

Assignment and Subletting. (a) Landlord and Tenant shall not have hereby amend Section 11.3 of the right Lease by deleting it in its entirety and replacing it with the following: GENERAL PROVISIONS. Subject to assignthe other terms and conditions of this SECTION 11.3, sublet, transfer no subletting or encumber this lease, or any interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance assignment by Tenant hereunder, regardless of whether the same requires Landlord's consent, will release or discharge Tenant of or from any liability, whether past, present or future, under this Lease, and Tenant will continue fully liable hereunder. Notwithstanding the foregoing, (i) in violation the event Tenant assigns this Lease in its entirety or subleases the entire Premises and the Release Conditions, as defined above, are met, then Tenant and Guarantor will be automatically released from all obligations arising under this Lease from and after the date of the terms and covenants of this Paragraph shall be void. All cash such assignment or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder sublease (in the case of a sublease, such release shall be limited to the obligations of Tenant under this Lease which such sublessee assumes in writing for the benefit of Landlord), and (ii) in the event Tenant subleases either all of the Original Building or all of the Expansion Building and the Release Conditions, as defined above, are met as to such Building, then (a) this Lease will automatically be amended so as to be two (2) leases, one for each Building, with all of the terms and provisions of this Lease being divided accordingly as provided in SECTION 19 of this Lease and the sublease will be deemed to be as to the entire lease for the Building which is subleased, and (b) Tenant and Guarantor will be automatically released from all obligations arising under the lease for the Building which is sub leased from and after the date of such sublease (in the case of a sublease, such release shall be limited to the obligations of Tenant under this Lease which such sublessee assumes in writing for the benefit of Landlord). In any circumstances in which Tenant and Guarantor are released from liability or in which this Lease is divided into two (2) leases, Landlord, Tenant and Guarantor agree to execute an agreement confirming such release or division (or both) within ten (10) days after requested in writing to do so, although execution of such document will not be necessary for such release or division, or both, to be effective. The sublessee or assignee will agree to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to the extent of the space sublet or assigned from and after the date of such assignment or subletting, and Tenant will deliver to Landlord promptly after execution an executed copy of each such sublease or assignment and such an agreement of compliance by each such sublessee or assignee. Consent by Landlord to any assignment of this Lease or to any subletting of the Premises will not be a waiver of Landlord's rights under this SECTION 11 as to any subsequent assignment or subletting. Any sale, assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this SECTION 11 will be of no effect and all cash or other proceeds of any other transfer of Tenantvoid. Landlord's right to assign its interest in this lease shall be paid Lease is unqualified. Landlord may charge Tenant up to Landlord, whether such assignment, subletting or other transfer is consented $1,000.00 for attorneys' fees and administrative expenses incident to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in a review of any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition documentation related to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such proposed assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of subletting by Tenant's obligations hereunder.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber may assign this leaseLease, or sublease all or any interest therein, without portion of the Premises upon obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Any attempted assignment, subletting, transfer Tenant shall notify Landlord of any assignment of this Lease prior to the effective date thereof and of any sublease of all or encumbrance by Tenant in violation any part of the terms and covenants of this Paragraph shall be voidPremises prior to the commencement date thereof. All cash or other proceeds In the event of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary Assignee shall assume in writingwriting all of Tenant’s obligations under this Lease that accrue after the effective date of such assignment, and Tenant hereby assigns shall provide Landlord with a copy thereof prior to the effective date of such assignment. From and after the date of any assignment of this Lease, (i) Landlord shall provide a duplicate copy of any notice of default thereafter given to the tenant, to the originally named Tenant hereunder in accordance with the provisions of this Lease, and (ii) Landlord shall permit the originally named Tenant to cure such default within the applicable time period set forth in this Lease. Notwithstanding the assignment of this Lease, Tenant shall remain fully liable hereunder; provided, however, that neither named Tenant or any successor thereto shall be liable for any change, modification or amendment made to this Lease by any Assignee to the extent by which such change, modification or amendment increases the liability of “Tenant” under this Lease, but shall remain liable as to all rights it might have obligations as though such increase had not occurred. If the Lease is assigned to an entity which, on such date, either alone or ever acquire in any such proceeds combination with one or more guarantors of its obligations hereunder (pursuant to a Guaranty reasonable acceptable to Landlord. Any assignment) has a net worth computed in accordance with generally accepted accounting principles consistently applied, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the at least $100,000,000, then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, its successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's shall thereafter be released from obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon thereafter arising on the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations to be performed or observed hereunder.

Assignment and Subletting. (a) Tenant shall not assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, or the Premises to be offered or advertised for assignment or subletting, except as hereinafter provided. . Notwithstanding the preceding paragraph, so long as Health Care Ventures LLC is the tenant under this Lease, Tenant may allow the employees or principals of any entity owned in whole or in part by any investment fund managed by Tenant to occupy office space within the Premises and to share the use of the Premises with Tenant for the Permitted Uses without entering into a sublease, so long as such third parties utilize the same common areas within the Premises as Tenant and do not occupy more than two thirds (2/3) of the office space within the Premises in the aggregate. Provided Tenant shall have given Landlord notice of the name of any such entity whose employees or principals shall occupy space in the Premises, Landlord agrees, as an accommodation to Tenant only, to accept payments of Annual Fixed Rent and Additional Rent for Taxes and Operating Costs from such entities that are delivered to Landlord by Tenant concurrently with Tenant’s monthly payments of Annual Fixed Rent and Additional Rent in accordance with this Lease and to credit the same against the amounts thereof due from Tenant under this Lease. In addition, Landlord agrees to provide services and materials for or related to the Premises at the sole request of any such entity (Tenant hereby authorizing Landlord to provide such requested services or materials without notice to Tenant), and Tenant agrees that Tenant shall be liable for the cost of any such services or materials provided by Landlord that Landlord is not obligated by this Lease to provide on a rent inclusion basis as if the same were requested by Tenant. No use or occupancy of the Premises by any third party pursuant to this paragraph, nor the acceptance of rent from any such third party, nor Landlord’s furnishing of any services or materials at the request of any such third party shall vest in any such third party or anyone acting under such third party any rights (including, without limitation, the right to assignbe listed on the Building directory) or interest in this Lease or the Premises. Notwithstanding the foregoing, sublet, transfer or encumber this lease, or any interest thereinTenant may, without the need for Landlord’s consent, but only upon not less than ten (10) days prior written consent notice to Landlord, assign its interest in this Lease (a “Permitted Assignment”) to (i) any entity which shall be a successor to Tenant either by merger or consolidation (a “Merger”) or to a purchaser of all or substantially all of Tenant’s assets in either case provided the successor or purchaser shall have a tangible net worth, after giving effect to the transaction, of not less than the greater of the net worth of Tenant named in Section 1.1 as of the Date of this Lease or the net worth of Tenant named in Section 1.1 immediately prior to such Merger or sale (the “Required Net Worth”) or (ii) any entity. (an “Affiliate”) which is a direct or indirect subsidiary or parent (or a direct or indirect subsidiary of a parent) of the named Tenant set forth in Section 1.1, in either case of (i) or (ii) only so long as (I) the principal purpose of such assignment is not the acquisition of Tenant’s interest in this Lease (except if such assignment is made for a valid intracorporate business purpose to an Affiliate) and is not made to circumvent the provisions of this Section 6.2.1, (II) except if pursuant to a Merger permitted by clause (i) above, Tenant shall, contemporaneously with such assignment, provide Landlord with a fully executed counterpart of any such assignment, which assignment shall comply with the provisions of this Section 6.2.1 and shall include an agreement by the assignee in form reasonably satisfactory to Landlord, to assume all of Tenant’s obligations under this Lease and be bound by all of the terms of this Lease, (III) in the case of an actual or deemed assignment pursuant to clause (i), Tenant shall provide Landlord, not less than ten (10) days in advance of any such assignment, evidence reasonably satisfactory to Landlord of the Required Net Worth of the successor or purchaser, and (IV) there shall not be a Default of Tenant at the effective date of such assignment. Tenant shall also be permitted, without the need for Landlord’s consent, but only upon not less than ten (10) days prior notice to Landlord, to enter into any sublease (a “Permitted Sublease”) with any Affiliate provided that such sublease shall expire upon any event pursuant to which the sublessee thereunder shall cease to be an Affiliate. Any attempted assignment to an Affiliate shall provide that it may, at Landlord’s election, be terminated and deemed void if during the term of this Lease such assignee or any successor to the interest of Tenant hereunder shall cease to be an Affiliate. In the event that Tenant shall intend to enter into any sublease or assignment, sublettingother than a Permitted Sublease or Permitted Assignment, transfer then Tenant shall, not later than sixty (60) days prior to the proposed commencement of such sublease or encumbrance by Tenant in violation assignment, give Landlord notice of such intent, identifying the proposed subtenant or assignee, all of the terms and covenants conditions of this Paragraph the proposed sublease or assignment and such other information as the Landlord may reasonably request. Landlord shall be void. All cash not unreasonably condition or other proceeds of any assignmentwithhold its consent to a proposed assignment or sublease, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlordprovided that, in addition to any other remedies herein providedgrounds for withholding of consent, as provided by law, Landlord may at withhold its option collect directly from such consent if in Landlord’s good faith judgment: (i) the proposed assignee or subtenant all rents becoming due does not have the financial strength to perform its obligations under the proposed assignment or sublease; (ii) the proposed assignee or subtenant is a business competitor of Landlord or is an affiliate of a business competitor of Landlord; (iii) the identity of the proposed assignee or subtenant is, or the intended use of any part of the Premises would be, in Landlord’s determination, inconsistent with first-class office space or Landlord’s commitments to other tenants in the Building; (iv) at the time of the proposed assignment or subleasing Landlord is able to meet the space requirements of Tenant’s proposed assignee or subtenant by leasing available space in the Building to such person or entity and either (a) the proposed assignee or subtenant is a tenant or other occupant of the Building (or is an entity affiliated with any such tenant or occupant), or (b) the proposed assignee or subtenant is an entity, or is affiliated with any entity, which shall have entered into negotiation with Landlord for space in the Building within the preceding six (6) months; (vi) the use of the Premises or the Building by the proposed assignee or subtenant would increase Operating Costs, require any alterations to the Building to cause the Building to comply with applicable laws, or otherwise cause Landlord to incur any additional cost or expense or (vii) any such sublease shall result in the Premises being occupied by more than one party in addition to Tenant under at any one time. If any part of the Premises are sublet (or occupied by any party other than Tenant and its employees) after a Default of Tenant Landlord may collect the rents from such assignment assignee, subtenant or sublease occupant, as the case may be, and apply such rent against any sums due the net amount collected to Landlord for Tenant hereunderthe Annual Fixed Rent and Additional Rent herein reserved, and but no such collection shall be construed to constitute deemed a novation waiver of the provisions set forth in the first paragraph of this Subsection 6.2.1, the acceptance by Landlord of such subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the further future performance by Tenant of its covenants, agreements or obligations contained in this Lease. Any sublease of all or any portion of the Premises shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subject or subordinate, that other than the payment of Annual Fixed Rent and Additional Rent due pursuant to Sections 4.1, 4.2.1 and 4.2.2 or any obligation relating solely to those portions of the Premises which are not part of the subleased premises, the subtenant shall comply with and be bound by all of the obligations of Tenant hereunder, that unless Landlord waives such prohibition, the subtenant may not enter into any sub-sublease, sublease assignment, license or any other agreement granting any right of occupancy of any portion of the subleased premises; and that Landlord shall be an express beneficiary of any such obligations, and that in the event of termination of this Lease or reentry or dispossession of Tenant by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any mortgagee of the Property, as holder of a mortgage or as Landlord under this Lease if such mortgagee succeeds to that position, shall (a) be liable for any act or omission of Tenant under such sublease, (b) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, or (c) be bound by any previous modification of such sublease unless consented to by Landlord and such mortgagee or by any previous prepayment of more than one (1) month’s rent, (d) be bound by any covenant of Tenant to undertake or complete any construction of the Premises or any portion thereof, (e) be required to account for any security deposit of the subtenant other than any security deposit actually received by Landlord, (f) be bound by any obligation to make any payment to such subtenant or grant any credits unless specifically agreed to by Landlord and such mortgagee, (g) be responsible for any monies owing by Tenant to the credit of subtenant or (h) be required to remove any person occupying the Premises or any part thereof; and such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. The provisions of this paragraph shall not be deemed a waiver of the provisions set forth in the first paragraph of this Subsection 6.2.1. No subletting or assignment shall in any way impair the continuing primary liability of the named Tenant set forth in Section 1.1 and any immediate or remote successor in interest, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the Landlord’s written approval in the case of any other subletting or assignment. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant's ’s part to be performed or observed, shall not in any way be discharged, released or impaired by any (a) agreement which modifies any of the rights or obligations hereunderof the parties under this Lease, (b) stipulation which extends the time within which an obligation under this Lease is to be performed, (c) waiver of the performance of an obligation required under this Lease, or (d) failure to enforce any of the obligations set forth in this Lease. No assignment, subletting or occupancy shall affect the Permitted Uses. Any subletting, assignment or other transfer of Tenant’s interest in this Lease in contravention of this Subsection 6.2.1 shall be voidable at Landlord’s option. If the rent and other sums (including, without limitation, all monetary payments plus the reasonable value of any services performed or any other thing of value given by any assignee or subtenant in consideration of such assignment or sublease), either initially or over the term of any assignment or sublease (other than a Permitted Assignment of a Permitted Sublease), payable by such assignee or subtenant on account of an assignment or sublease of all or any portion of the Premises exceed the sum of (i) Annual Fixed Rent plus (ii) Additional Rent called for hereunder with respect to the space assigned or sublet plus (iii) the cost of any leasehold improvements to the space to be subleased and any reasonable brokerage commissions, construction costs and attorneys fees incurred by Tenant in connection with such sublease or assignment (such costs to be amortized over the term of such sublease or assignment), Tenant shall pay fifty percent (50%) of such excess to Landlord, as Additional Rent, payable monthly at the time for payment of Annual Fixed Rent. Nothing in this paragraph shall be deemed to abrogate the provisions of this Subsection 6.2.1 and Landlord’s acceptance of any sums pursuant to this paragraph shall not be deemed a granting of consent to any assignment of the Lease or sublease of all or any portion of the Premises.

Assignment and Subletting. (a) Tenant shall not have the right to assign, sublet, transfer or encumber this lease, or any interest therein, without Without the prior written consent of Landlord. Any attempted assignmentSublandlord, sublettingMaster Landlord and Master Sublandlord, Subtenant shall not (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or encumbrance any lien upon Subtenant's interest by Tenant in violation operation of law; (iii) further sublet the Sublease Premises or any part thereof, or (iv) permit the occupancy of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises Sublease Premises or any part thereof are then assigned by anyone other than Subtenant. Sublandlord's consent to an assignment of this Sublease or subleta further sublease of the Sublease Premises shall not be unreasonably withheld or conditioned and shall be delivered or withheld within fifteen (15) business days after Subtenant's request for such consent. If Sublandlord consents thereto, Sublandlord shall use reasonable efforts to obtain as quickly as reasonably possible the consent of Master Sublandlord and Master Landlord; but Sublandlord shall have no liability to Subtenant if Master Landlord or Master Sublandlord fails to consent. Any cost of obtaining the consent of Master Landlord and Master Sublandlord shall be borne by Subtenant. No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Subtenant hereunder shall have been cured. No permitted assignment or subletting shall relieve Subtenant from Subtenant's obligations and agreements hereunder and Subtenant shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made. If expressly approved by Master Sublandlord and Master Landlord in their respective consents to this Sublease, Subtenant shall have the right to consummate Permitted Transfers, without the consent of Sublandlord, Master Sublandlord or Master Landlord and transfers to Subtenant's "affiliates" (as defined in addition Paragraph 9(g) of the Master Lease) subject only to any other remedies herein providedthe conditions referenced in 9(e) and (g) of the Master Lease, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from if Subtenant were the further performance of Tenant's obligations hereundertenant thereunder.

Assignment and Subletting. (a) The Tenant shall agrees not have the right to assign, sublet, transfer or encumber this leasetransfer, or mortgage this Lease or any right or interest therein, or sublet the Leased Premises or any part thereof, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer No assignment or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run made with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee consent of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability obligations hereunder, and Tenant shall continue to be liable as a principal (and not as a guarantor or surety) to the same extent as though no assignment or sublease had been made. Consent by Landlord to an assignment or sublease shall not be construed to be consent to any additional assignment or subletting. Each such successive act shall require similar consent of Landlord. Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a result of Tenant's request for consent to any such assignment or subletting. In the event Tenant subleases the Leased Premises, or any portion thereof, or assigns this Lease with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as hereinafter defineddefined below, If the premises if all or any part thereof of the Leased Premises are then assigned or sublet, LandlordLandlord may, in addition to any other remedies herein provided, as provided by this Lease or provided by law, may at its option collect directly from such the assignee or subtenant all rents becoming due to Tenant under Tenant. Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such assignment sums. Any collection directly by Landlord from the assignee or sublease and apply such rent against any sums due to Landlord for Tenant hereundersubtenant shall not be construed, and no such collection shall be construed however, to constitute a novation or a release of Tenant from the further performance of Tenantits obligations under this Lease. Notwithstanding the foregoing, it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. (S) 101 et esp. (the "Bankruptcy Code"), any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further Act or deed to have assumed all of the obligations hereunderarising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.

Assignment and Subletting. (a19.1 After the completion of the Initial Project, and provided there is no i) monetary Tenant Default and ii) non-monetary Tenant Default which will not be cured contemporaneously by the proposed assignment, the Lease may be assigned by Tenant without Landlord’s consent, but subject to compliance with this Article 19. Any assignee must assume all obligations of Tenant under the Lease. The assigning Tenant shall continue to be liable for all unperformed obligations under the Lease during its period of ownership of the Lease, but is not have responsible for any obligations after the right assignment. Tenant must provide Landlord at least thirty (30) days advance notice of its intent to assignassign the Lease with the following information: (i) name, subletcontact information and background of the proposed assignee, transfer (ii) proposed assignment form, and (iii) any other documentation assignee requests Landlord to execute. In the event of the assignment of this Lease, Tenant shall be fully and finally relieved of all liability under any and all of its covenants and obligations contained in or encumber derived from this leaseLease arising out of any act, occurrence or any interest thereinomission occurring after the consummation of such assignment; and the assignee shall be deemed, without any further agreement between the prior written consent parties or their successors-in-interest or between the parties and any such assignee to have assumed all duties, liabilities and obligations of LandlordTenant under this Lease accruing after any such assignment. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case Neither (i) Tenant's making of a subletting Leasehold Mortgage (and all cash or other proceeds of any other transfer a subsequent assignment of Tenant's interest rights hereunder pursuant to a foreclosure or a deed in this lease lieu thereof) nor (ii) a member or partner exercising a buy-sell right under Tenant's or its members' organizational documents shall be paid to Landlord, whether such assignment, subletting constitute an assignment or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of this Lease or Tenant's interest hereunder. Landlord may charge Tenant up to but not to exceed One Thousand Five Hundred and 00/100 Dollars ($1,500.00) for processing and legal fees and consultant’s fees reasonably incurred by Landlord in this lease responding to inquiries and documentation requests relating to a proposed assignment or subletting. Such fee shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability due prior to Landlord for all amounts paid to persons other than Landlord by such successors in contravention reviewing any proposed assignment or sublease. The fees are payable regardless of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to is ultimately fully executed. Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release may require an advance deposit with Landlord of Tenant from the further performance of Tenant's obligations hereunderestimated fees.

Assignment and Subletting. (a) Tenant shall not have the right, from time to time, to sublease such portions of the Premises and/or grant licenses and/or concessions as Tenant elects in its sole discretion, provided that such subleases, licenses and concessions are for uses permitted hereunder and are otherwise subject to all of the terms and conditions of this Lease. Tenant shall have the right to assign, sublet, transfer or encumber assign this lease, or any interest therein, without Lease with the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed. No such assignment shall modify or limit any right or power of Landlord hereunder or affect or reduce any obligation of Tenant or any guarantor hereunder. Tenant shall, within ten (10) days after the execution of any such sublease, license, concession or assignment, deliver a conformed copy thereof to Landlord. Any attempted assignmentsublease or assignment shall require the subtenant or assignee, sublettingas applicable, transfer to assume in writing all of Tenant’s obligations with respect to the Premises (or encumbrance by Tenant in violation of applicable part thereof) pursuant to this Lease from and after the terms date thereof (and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting sublease, for the term thereof). Every sublease shall include a provision substantially as follows: “If for any reason the right of possession and/or leasehold estate of the Sublessor as tenant under any underlying lease is terminated, then, at the option of landlord under such underlying lease, Sublessee shall attorn to landlord and all cash shall recognize landlord as Sublessee’s landlord under this Sublease. Sublessee agrees to execute and deliver, from time to time, upon the request of Sublessor or other proceeds of landlord under such underlying lease, instruments appropriate to evidence such attornment, and Sublessee hereby irrevocably appoints landlord under such underlying lease the Sublessee’s attorney-in-fact, coupled with an interest, to execute and deliver such instrument for and on behalf of Sublessee following Sublessee’s failure to do so. Sublessee waives the provisions of any other transfer statute or rule of Tenant's interest law now or hereafter in effect which may give or purport to give Sublessee any right of election to terminate this Sublease or to surrender possession of the Subleased Premises in the event such underlying lease shall be paid is terminated or any proceeding is brought by landlord to Landlord, whether enforce its rights under such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writingunderlying lease, and Tenant hereby assigns all rights it might have or ever acquire agrees that, at the election of such landlord, this Sublease shall not be affected in any way whatsoever by any such proceeds to Landlord. Any assignment, subletting termination or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder.”

Assignment and Subletting. (a) Tenant shall not have the right to assignassign or pledge this Lease or to sublet the whole or any part of the Premises, sublet, transfer whether voluntarily or encumber this leaseby operation of law, or any interest thereinpermit the use or occupancy of the Premises by anyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Any attempted assignmentThe foregoing prohibition includes, sublettingwithout limitation, any subletting or assignment which would otherwise occur by merger, consolidation, reorganization, transfer or encumbrance by other change in Tenant’s corporate, partnership or proprietary structure, subject to the terms of Subsection 11(e) below. Notwithstanding any permitted assignment or subletting, Tenant in violation shall at all times remain directly, primarily and fully responsible and liable for the payment of the terms Rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunderLease. Upon the occurrence of an "event Event of default" as hereinafter definedDefault, If if the premises Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, as provided or provided by law, may may, at its option option, collect directly from such any assignee or subtenant all rents amounts due and becoming due to Tenant under such assignment or sublease and apply such rent amounts against any sums due to Landlord for from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's ’s obligations hereunder. Landlord’s acceptance of any Rent following any assignment or other transfer prohibited by this Paragraph 11 shall not be deemed to be a consent by Landlord to such assignment or other transfer (including, without limitation, a prohibited sublease) nor shall the same be deemed a waiver of any right or remedy of Landlord hereunder for breach of this Paragraph 11. If Landlord grants its consent to any sublease or assignment, Tenant shall pay Landlord, as Additional Rent (a) fifty percent (50%) of amounts payable by the subtenant or assignee to Tenant which are in excess of the Base Rent Operating Costs and Additional Rent payable by Tenant to Landlord under this Lease; and (b) Landlord’s attorneys’ fees incurred with respect to such assignment or sublease. In addition, if Tenant has any options to extend or renew the Term, such options shall not be available to any subtenant or assignee, directly or indirectly. If Tenant assigns this Lease or sublets all or a portion of the Premises without first obtaining Landlord’s consent, as required by this Paragraph 11(a), said assignment or sublease shall be null and void and of no force or effect. Landlord’s consent to an assignment sublease or other transfer of any interest of Tenant in this Lease or in the Premises shall not be deemed to be a consent to any subsequent assignment, transfer, use or occupation.

Assignment and Subletting. (a) Tenant 20.01 Landlord shall not have the right to transfer and assign, sublet, transfer in whole or encumber in part its rights and obligations in the building and property that are the subject of this lease, Lease. Tenant shall not assign this Lease or sublet all or any interest therein, part of the Leased Premises without the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted assignment, In the event of any assignment or subletting, transfer or encumbrance by Tenant in violation shall nevertheless at all times, remain fully responsible and liable for the payment of the terms rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Paragraph shall be voidLease. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and If all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof of the Leased Premises are then assigned or sublet, Landlord, Landlord in addition to any other remedies herein provided, as provided by this Lease or provided by law, may at its option option, collect directly from such the assignee or subtenant all rents becoming due to Tenant under such by reason of the assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereundersublease, and no Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Landlord from the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of Tenantits obligations under this Lease. In the event that Tenant sublets the Leased Premises or any part thereof, or assigns this Lease and at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord, Tenant shall pay to Landlord 100% of the gross excess in such rent less reasonable costs of subleasing (including commissions, advertising costs, legal costs, and tenant improvement costs) as such rent is received by Tenant and 100% of any other consideration received by Tenant from such subtenant in connection with such sublease or, in the case of any assignment of this Lease by Tenaxx, Xxndlord shall receive 100% of any consideration paid to Tenant by such assignee in connection with such assignment. In addition, should Landxxxx xxxee to an assignment or sublease agreement, Tenant will pay to Landlord on demand the sum of $500.00 to partially reimburse Landlord for its costs, including reasonable attorney's obligations hereunder.fees, incurred in connection with processing such assignment or subletting request. INSOLVENCY OF TENANT