Common use of Additional Conditions Clause in Contracts

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. A condition to Landlord's consent to any Transfer of this Lease will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, and, in the case of an assignment, the delivery to Landlord of an agreement executed by the Transferee in form and substance reasonably satisfactory to Landlord, whereby the Transferee assumes and agrees to be bound by all of the terms and provisions of this Lease and to perform all of the obligations of Tenant hereunder. As a condition for granting its consent to any assignment or sublease, Landlord may require that the assignee or sublessee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee or sublessee. As a condition to Landlord's consent to any sublease, such assignment sublease must provide that it is subject and subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any reason, including without limitation a voluntary surrender by Tenant, or subletting, whether in the event of any reentry or not repossession of the Premises by Landlord’s consent is required, Landlord may require: may, at its option, either (i) that any assignee terminate the sublease, or subtenant agree(ii) take over all of the right, title and interest of Tenant, as sublessor, under such sublease, in writing at the time of which case such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly sublessee will attorn to Landlord, which payments but that nevertheless Landlord will not (1) be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated liable for any reason; providedprevious act or omission of Tenant under such sublease, however(2) be subject to any defense or offset previously accrued in favor of the sublessee against Tenant, in no event shall Landlord or its successors or assigns (3) be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified bound by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation any previous modification of any storage tanks to be installed in sublease made without Landlord's written consent, or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure previous prepayment by sublessee of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesmore than one month's rent.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A except for a Permitted Assignment whereby the assignee or sublessee occupies the Premises for the Permitted Use, if the proposed use of the Premises by an assignee or sublessee involves Hazardous Materials, a list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature whichthat, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting consented to under Section 12.4 above, whether or not Landlord’s consent is requiredany assignment or subletting of right under Section 12.5 above, Landlord may require: (i) that any both Tenant and the assignee or subtenant agree, sublessee enter into a separate written instrument directly with Landlord in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to a form and containing terms and provisions reasonably required by Landlord, which payments will be received by Landlord including, without any liability except to credit such payment against those due under limitation, the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list agreement of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound directly to Landlord for all the proposed assignee obligations of the Tenant under this Lease (including any amendments or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingextensions thereof), including, without limitation: permits; approvals; reports , the obligation (a) to pay the rent and correspondence; storage other amounts provided for under this Lease (but in the case of a partial subletting pursuant to Section 12.5, such subtenant shall agree on a pro rata basis to be so bound) and management plans; plans relating (b) to comply with the installation provisions of Article XII hereof and (c) to indemnify the “Landlord Parties” (as defined in Section 13.13) as provided in Section 13.1 hereof. Such assignment or subletting shall not relieve the Tenant named herein of any storage tanks to of the obligations of the Tenant hereunder and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be installed in joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or under the Project (providedsubtenant thereunder, said installation of tanks shall only be permitted after Landlord has given its written consent to do soas the case may be, which consent may be withheld in and at Landlord’s sole option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and absolute discretion); and all closure plans Landlord or any other documents required by any and all federalreason), state and local Governmental Authorities the sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for any storage tanks installed in, on or under the Project for the closure Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the sum of (i) $1,000.00 and/or (ii) reasonable out of pocket legal fees or other expenses incurred by Landlord in connection with such tanks. Neither request. (C) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or a waiver of the provisions of Article XII hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant nor from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) The consent by Landlord to an assignment or subletting under Section 12.4 above, or the consummation of an assignment or subletting of right under Section 12.5 above, shall in no way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any such proposed assignee further assignment or subtenant is requiredsubletting. (E) On or after the occurrence of an “Event of Default” (defined in Section 15.1), howeverLandlord shall be entitled to one hundred percent (100%) of any Assignment/Sublease Profits. (F) Without limiting Tenant’s obligations under Article IX, Tenant shall be responsible, at Tenant’s sole cost and expense, for performing all work necessary to provide Landlord comply with Legal Requirements and Insurance Requirements in connection with any portion(s) of the assignment or subletting hereunder including, without limitation, any work in connection with such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials assignment or hazardous activitiessubletting.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A a list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this LeaseLease beyond applicable notice and cure periods, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As o Partial drawings are prohibited (permitted if not marked) o Multiple drawings are prohibited (permitted if not marked) o The Standby should be made transferable (not transferable if not marked) o All bank charges other than those of the issuing bank are for the account of the Beneficiary (for Applicant if not marked) o Other Confirmation of the Standby: o not requested o requested o authorized if requested by Beneficiary Original Standby to be delivered to (provide name, address and attention party, if other than Beneficiary)(2): Attn: We hereby request BNP Paribas to issue and process the Standby subject to the terms and provisions of this Application. We hereby confirm that all of the representations and warranties contained in the Agreement are true and correct on the date hereof, and will be true and correct on the date of the issuance of the Standby requested hereby, and that no default or event of default under the Agreement has occurred or will have occurred and be continuing on such date. If BNP Paribas agrees that the Standby be subject to local law in the country or state of the Beneficiary (other subject to the laws of any other jurisdiction other than New York), then, in addition to (and not as a condition limitation of) our other obligations to BNP Paribas in respect to the Standby, we agree (in addition to our reimbursement obligations and indemnities under the Agreement) to further reimburse you, indemnify you, and hold you harmless from and against any and all liabilities, claims, losses, obligations, costs or expenses (including attorney’s fees and court costs) (the foregoing amounts are collectively referred to as “Losses”) that arise or that you incur in connection with such assignment choice of law, including all Losses associated with an obligation to make payment after the stated Expiry Date of the Standby and/or the local guarantee. In the event we request and you agree that the Standby, or sublettingany part thereof, whether be issued in a foreign language, then we agree to indemnify you from any and all Losses associated with errors in translation of the Standby or not Landlord’s consent any documents presented thereunder. We agree that a fax of a signed Application shall be as binding upon us as delivery of a signed original Application. (party against whose Agreement the Standby is required, Landlord may requireto be issued / the obligor)(4) Authorized Signature Date Name (in print) Phone No.: Fax No.: Instructions/Notes: (i1) If the proper arrangements have been made, applications and inquiries may be submitted by fax or e-mail to the addresses listed. (2) Once issued, a standby letter of credit cannot be cancelled without the agreement of the Beneficiary. (3) If the standby letter of credit requested is to act as a counter-guarantee in favor of another bank with a request for that any assignee or subtenant agreebank to issue their local guarantee/bond/standby, the counter-guarantee standby may be payable solely against the Foreign Bank’s simple demand stating that they have been drawn upon by the ultimate Beneficiary under the local guarantee/bond/standby that they issued. (4) If permitted by BNP Paribas, the party referred to as “Applicant” in writing at the time of such assignment or sublettingStandby does not have to be the party actually applying for the Standby. The party signing the application for the Standby must be the party who executed the Agreement and who is responsible for reimbursing BNP Paribas for payments. For the Beneficiary’s reference, that if Landlord gives someone else may be called the “Applicant” in the Standby. Where the party to be referred to as “Applicant” in the Standby is not the party actually applying for the Standby, please furnish to BNP Paribas a signed consent acceptable to BNP Paribas from such party notice that Tenant is consenting to its being referred to in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; andStandby as “Applicant”. (ii5) A list To avoid delay in delivery to the appropriate party and enable delivery by courier/messenger, please provide the street address of Hazardous Materials, certified by the proposed assignee Beneficiary and an attention party. If you do not wish this information to appear in the Standby or sublessee if delivery is to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of a different address from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant that in the Premises or on Standby, provide delivery instructions below the Project, prior to Additional Conditions section. (6) The expiry date of the proposed assignment or subletting, including, without limitation: permits; approvals; reports local guarantee/bond/standby must be at least 15 days earlier than the expiry of the counter-guarantee Standby. Circumstances vary and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent longer periods may be withheld required in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiescertain countries.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party written notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition Tenant agrees that Ground Lessor shall not be: (i) liable for any act or omission of any person or party who may be landlord under the Lease prior to any termination of the Ground Lease (“Prior Landlord”); (ii) subject to any offsets or defenses which Tenant might have against Prior Landlord; (iii) bound by any prepayment of rent or additional rent, or any other charge which Tenant might have paid to Prior Landlord for more than the then current month (other than a bona fide security deposit paid by Tenant to Landlord under the Lease, estimated monthly payments made on account of additional rent as and when required to be made pursuant to the provisions of the Lease, or other rent, additional rent or charges which have been received by Ground Lessor); and (iv) bound by any amendment, modification or termination of the Lease made without Ground Lessor’s express agreement when such agreement is required under the Ground Lease. Tenant additionally agrees with Ground Lessor that Tenant shall not enter into any assignment of the Lease or subletting, whether sublease of all or not any part of the Premises in cases where Landlord’s consent is requiredrequired thereto, Landlord may require: (i) that any assignee unless Ground Lessor shall have also given its consent thereto, which consent shall not be unreasonably withheld or subtenant agreedelayed. Nothing herein, in writing at however, shall constitute a waiver of Tenant’s rights as against such individual or entity which is the landlord under the Lease as of the time of any event or circumstances which may give rise to a claim of the Tenant against such assignment individual or sublettingentity. In addition, that if Landlord gives such party notice that Tenant is in default under this Lease, such party nothing herein shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without relieve any liability except to credit such payment against those due successor landlord under the Lease, and any such third party shall agree Lease from its obligation to attorn to comply with those obligations of a Landlord or its successors and assigns should this under the Lease be terminated during the period for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list which it is the owner of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant Landlord’s interest in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesLease.

Additional Conditions. As a condition Landlord shall use its commercially reasonable 4 efforts to minimize interference with Tenant's access and use or occupancy of the Demised Premises 5 in making any such assignment repairs, alterations, additions or sublettingimprovements and in inspecting and exhibiting the 6 Demised Premises, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at and all of the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party foregoing shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received performed by Landlord without any liability except to credit such payment against those with all due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reasondiligence; 7 provided, however, that in performing its obligations under this Article 10, Landlord shall have no event 8 obligation to employ contractors or labor at so-called overtime or other premium pay rates or to incur 9 any other overtime costs or expenses whatsoever, except that Landlord, at its expense, shall Landlord employ 10 contractors or its successors labor at so-called overtime or assigns other premium pay rates if necessary to make any repair 11 required to be obligated made by it hereunder to accept such attornment; and remedy any condition that either (i) results in a denial of 12 reasonable access to the Demised Premises, (ii) A list threatens the health or safety of Hazardous Materialsany occupant of the 13 Demised Premises, certified by or (iii) unreasonably interferes with Tenant's ability to conduct its business in the proposed assignee 14 Demised Premises. In all other cases, at Tenant's request and subject to the approval of Landlord in 15 its reasonable discretion, Landlord shall employ contractors or sublessee to be true labor at so-called overtime or other 16 premium pay rates and correctincur any other overtime costs or expenses in making any repairs, which the proposed assignee alterations, 17 additions or sublessee intends to use, store, handle, treat, generate improvements in or release or dispose of from the Premises, together provided Tenant shall pay to Landlord, as additional rent, 18 within thirty (30) days after delivery of Notice with copies an invoice therefor, an amount equal to the 19 difference between (x) all costs incurred by Landlord (which shall be equal to Landlord’s Cost 20 therefor) to perform such work on an overtime or other premium pay basis, including all fringe 21 benefits and other elements of such pay rates, and (y) all documents relating costs that would have been incurred by 22 Landlord (which shall be equal to Landlord’s Cost therefor) to perform such usework during Office 23 Operating Hours on Business Days, storageincluding all fringe benefits and other elements of such pay rates. 24 In making any repairs, handlingalterations, treatment, generation, release additions or disposal of Hazardous Materials by the proposed assignee or subtenant improvements in the Premises, Landlord shall cause 25 its contractors or labor to cover and secure such repair areas and equipment in such a manner to 26 minimize interference with Tenant's business operations during its daytime business hours. Subject to 27 the terms of this Section 10.04, in the event that Landlord and its agents, representatives, contractors 28 and employees desire to enter the Demised Premises or in order to perform work on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) portions of the 29 Building other than the Demised Premises, then Landlord shall have the right to enter the Demised 30 Premises in such documents containing information of a proprietary nature which, case only if it is reasonably necessary to enter the Demised Premises in and of themselves, do not contain a reference order to any Hazardous Materials or hazardous activities31 perform such work.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesactivities and Tenant or any proposed assignee or subtenant may redact such proprietary information from such documents prior to providing them to Landlord.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks (excluding mobile storage tanks commonly used in biology or chemistry laboratories) to be installed in or under the Project (provided, said installation of tanks (other than mobile tanks commonly used in biology or chemistry laboratories) shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. Landlord acknowledges that Tenant shall be deemed to have satisfied its obligation to provide the list of each type of Hazardous Material if Tenant provides Landlord with the list of each type of Hazardous Material which Tenant is required to deliver to the fire department or other applicable governmental authority in connection with the Tenant’s Hazardous Materials Management Plan for its operations at the Premises.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, however in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, provided however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting consented to under Section 12.4 above, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or sublettingsubletting of right under Section 12.5 above, that if Landlord gives such party notice that both Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under and the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true enter into a separate written instrument directly with Landlord in a form and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials containing terms and provisions reasonably required by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingLandlord, including, without limitation: permits; approvals; reports , the agreement of the assignee to be bound directly to Landlord for all the obligations of Tenant under this Lease (including any amendments or extensions thereof), including, without limitation, the obligation (a) to pay the rent and correspondence; storage and management plans; plans relating other amounts provided for under this Lease (but in the case of a partial subletting, such subtenant shall agree on a pro rata basis to be so bound or to the installation extent set forth in any sublease, as the case may be) and (b) to comply with the provisions of Article XII hereof and (c) to indemnify the “Landlord Parties” (as defined in Section 13.13) as provided in Section 13.1 hereof. Such assignment or subletting shall not relieve Tenant named herein of any storage tanks to of the obligations of Tenant hereunder and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be installed in joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or under the Project (providedsubtenant thereunder, said installation of tanks shall only be permitted after Landlord has given its written consent to do soas the case may be, which consent may be withheld in and at Landlord’s sole option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, an Event of Default of Tenant, the agreement of Tenant and absolute discretion); and all closure plans Landlord or any other documents required by any and all federalreason), state and local Governmental Authorities the sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for any storage tanks installed in, on or under the Project for the closure Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the sum of (i) $1,000.00 and/or (ii) reasonable out of pocket legal fees or other expenses incurred by Landlord in connection with such tanks. Neither request not to exceed $2,000. (C) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon an Event of Default of Tenant nor and prior written notice to Tenant, at any time and from time to time, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such proposed assignee assignment, subletting, occupancy or subtenant is requiredcollection shall be deemed a waiver of this covenant, however, to provide Landlord with any portion(s) or a waiver of the such documents containing information provisions of Article XII hereof, or the acceptance of the assignee, sublessee or occupant as a proprietary nature whichtenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, Tenant herein named to remain primarily liable under this Lease. (D) The consent by Landlord to an assignment or subletting under Section 12.4 above, or the consummation of an assignment or subletting of right under Section 12.5 above, shall in and no way be construed to relieve Tenant from obtaining the express consent in writing of themselves, do not contain a reference Landlord to any Hazardous Materials further assignment or hazardous activitiessubletting to the extent such consent is required under this Article XII.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and; (ii) A a list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or in, release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities; (iii) that the originally named Tenant herein reaffirm its continuing primary liability under this Lease; and (iv) that the assignee or subtenant remake the representations and warranties of Tenant hereunder as of the effective date of such assignment or subletting.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant sublessee is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party written notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a) Lessee acknowledges and understands that the T-Hangar leased herein is located within the Wahoo Municipal Airport secured area. Lessee agrees to comply with all Federal Aviation Administration and Authority security regulations. The hangar in which these premises are leased may be subject to a condition Revolving Hangar Program Agreement with the Nebraska Dept. of Aeronautics. This lease is generally subject to any such assignment or sublettingthat agreement and should it become necessary, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, howeverfor the Dept. of Aeronautics to take possession of the hangar, this lease is subject to immediate cancellation. b) Lessee understands and agrees that access to the T-Hangars and ramp area may be obtained only through the use of authorized access media. Vehicles and persons may gain access to the T-Hangar area only at assigned access points. All of Lessee’s employees, agents, members who will be unescorted in no event this area, shall Landlord be instructed on authorized access. Lessee shall "escort” any guest, invitees or its successors other persons accompanying Lessee. Lessee is responsible for all such persons, escorted or assigns be obligated not. c) Lessee will not paint or allow painting to accept such attornment; and (ii) A list of Hazardous Materials, certified by take place within the proposed assignee or sublessee leased premises without first receiving approval from the Authority and then causing the area inside to be true protected. d) Authority, its successor and correctassigns, which reserves for the proposed assignee or sublessee intends to useuse and benefit of the public, store, handle, treat, generate a free and unrestricted right of flight for the passage of aircraft in or release or dispose the airspace above the surface of from the Premisespremises herein conveyed, together with copies of all documents relating the right to cause in said airspace such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant noise as may be inherent in the Premises operation of aircraft, now known or hereafter used for navigation of or flight in the air, using said airspace or landing at, taking off from, or operating on or about the ProjectAirport. e) Authority shall maintain the T-Hangar at its expense, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by except any and all federaldamages caused by Lessee and its agents, state guests or by the negligence of Lessee, its employees, agents and local Governmental Authorities members shall be paid by Lessee. Authority reserves the right to make periodic inspections of the T- Hangar for any storage tanks installed inthe purpose of preventative maintenance and to inspect for compliance with the lease terms. Lessee shall be responsible for snow or ice removal within Lessee’s T-Hangar and immediately outside the hangar door, which is not serviced by the Authority. Authority will not perform detailed ice or snow removal. f) Authority shall insure all improvements owned by the Authority on the premises. Lessee shall bear the entire risk of damage or destruction of aircraft and other personal property stored in or about the hangar, whether owned or leased by the Lessee or a third party located in or about the hangar. Lessee, on behalf of itself and its insurer, waives any right of subrogation to Authority, arising out of damage or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) destruction of the aircraft or personal property while in the leased premises. Lessee further, by the signing of this lease, and in consideration of the like mutual release, releases the Authority from liability for damage or destruction of its stored aircraft or personal property from any perils common to such documents containing information aircraft or personal property, unless said damage or destruction is due to the sole negligence of a proprietary nature whichthe Authority. g) Lessee agrees to indemnify and save harmless the Authority, the City of Wahoo, their Boards, Mayor, members, agents, officers or employees from and against all liability for injuries to persons or damage to property occasioned by the operation of the Lessee. h) Lessee shall provide proof of liability insurance if required by the Authority. i) Lessee shall not assign or sublet the premises in and whole or in part without the permission of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesthe Authority.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting of right under Section 5A.2 above, whether or not Landlord’s consent is requiredconsented to under Section 5A.4 above, Landlord may require: (i) that any both Tenant and the assignee or subtenant agree, sublessee enter into a separate written instrument directly with Landlord in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to a form and containing terms and provisions reasonably required by Landlord, which payments will be received by Landlord including, without any liability except to credit such payment against those due under limitation, the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list agreement of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound by all the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose obligations of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingTenant hereunder, including, without limitation: permits; approvals; reports , the obligation (a) to pay the Annual Fixed Rent, Additional Rent, and correspondence; storage other amounts provided for under this Lease (but in the case of a partial subletting, such subtenant shall agree on a pro rata basis to be so bound) and management plans; plans relating (b) to comply with the provisions of Sections 5A.1 through 5A.7 hereof. Such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, and at Landlord’s option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the installation sum of (i) $1,000.00 and/or (ii) reasonable out of pocket legal fees or other expenses incurred by Landlord in connection with such request. (C) If this Lease be assigned, or if the Premises or any storage tanks part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect Annual Fixed Rent, Additional Rent, and other charges from the assignee, sublessee or occupant and apply the net amount collected to the Annual Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be installed deemed a waiver of this covenant, or a waiver of the provisions of Sections 5A.1 through 5A.7 hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) The consent by Landlord to an assignment or subletting under any of the provisions of Sections 5A.2 or 5A.4 shall in no way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. (E) Without limiting Tenant’s obligations under Article IX, Tenant shall be responsible, at Tenant’s sole cost and expense, for performing all work necessary to comply with Legal Requirements and Insurance Requirements in connection with any assignment or subletting hereunder including, without limitation, any work in connection with such assignment or subletting. (F) In addition to the Project (providedother requirements set forth in this Lease and notwithstanding any other provision of this Lease, said installation partial sublettings of tanks the Premises shall only be permitted after under the following terms and conditions: (i) the layout of both the subleased premises and the remainder of the Premises must comply with applicable laws, ordinances, rules and/or regulations and be reasonably approved by Landlord, including, without limitation, all requirements concerning access and egress; (ii) in the event the subleased premises are separately physically demised from the remainder of the Premises, and except as provided in Section 5A.3, Tenant shall pay all costs of separately physically demising the subleased premises; and (iii) at any given time, there shall be no more than two (2) subleases in effect. (G) Notwithstanding anything to the contrary provided in Section 5A.6 above, Landlord has given its written consent shall be entitled to do so, which consent may be withheld one hundred percent (100%) of any Assignment/Sublease Profits reasonably allocable (in Landlord’s sole and absolute discretion); and all closure plans or reasonable determination consistent with Section 5A.6) to any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) calendar month of the such documents containing information Term during which there is or was subsisting, at any time during said calendar month, a monetary or material non-monetary Event of a proprietary nature which, Default (as defined in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesSection 15.1).

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (i) : that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) and A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in in, on, or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A a list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the ProjectPremises, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project Premises (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project Premises for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature whichthat, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate use or store in or release or dispose of from the Premises, Premises together with copies of all documents relating to such usethe handling, storage, handling, treatment, generation, release or disposal and emission of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities governmental agencies and authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, Project prior to the proposed assignment or subletting, including, without limitation: ; permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the the-such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. The provisions of this cause (ii) shall not apply if the Proposed Use of the proposed assignee or sublicense is purely an office use at the time of the proposed assignment or sublease.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting of right under Section 12.2 above, whether or not Landlord’s consent is requiredconsented to under Section 12.4 above, Landlord may require: (i) that any both Tenant and the assignee or subtenant agree, sublessee enter into a separate written instrument directly with Landlord in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to a form and containing terms and provisions reasonably required by Landlord, which payments will be received by Landlord including, without any liability except to credit such payment against those due under limitation, the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list agreement of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound by all the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose obligations of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingTenant hereunder, including, without limitation: permits; approvals; reports , the obligation (a) to pay the Annual Fixed Rent, Additional Rent, and correspondence; storage other amounts provided for under this Lease (but in the case of a partial subletting, such subtenant shall agree on a pro rata basis to be so bound) and management plans; plans relating (b) to comply with the provisions of Sections 12.1 through 12.7 hereof. Such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, and at Landlord’s option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the installation sum of (i) $1,000.00 and/or (ii) reasonable out of pocket legal fees or other expenses incurred by Landlord in connection with such request. (C) If this Lease be assigned, or if the Premises or any storage tanks part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect Annual Fixed Rent, Additional Rent, and other charges from the assignee, sublessee or occupant and apply the net amount collected to the Annual Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be installed deemed a waiver of this covenant, or a waiver of the provisions of Sections 12.1 through 12.7 hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) The consent by Landlord to an assignment or subletting under any of the provisions of Sections 12.2 or 12.4 shall in no way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. (E) Without limiting Tenant’s obligations under Article IX, Tenant shall be responsible, at Tenant’s sole cost and expense, for performing all work necessary to comply with Legal Requirements and Insurance Requirements in connection with any assignment or subletting hereunder including, without limitation, any work in connection with such assignment or subletting. (F) In addition to the Project (providedother requirements set forth in this Lease and notwithstanding any other provision of this Lease, said installation partial sublettings of tanks the Premises shall only be permitted after under the following terms and conditions: (i) the layout of both the subleased premises and the remainder of the Premises must comply with applicable laws, ordinances, rules and/or regulations and be reasonably approved by Landlord, including, without limitation, all requirements concerning access and egress; (ii) in the event the subleased premises are separately physically demised from the remainder of the Premises, Tenant shall pay all costs of separately physically demising the subleased premises (except as provided in Section 12.3); and (iii) there shall be no more than two (2) subleases in effect on any single floor of the Premises at any given time. (G) Notwithstanding anything to the contrary provided in Section 12.6 above, Landlord has given its written consent shall be entitled to do so, which consent may be withheld one hundred percent (100%) of any Assignment/Sublease Profits reasonably allocable (in Landlord’s sole and absolute discretion); and all closure plans or reasonable determination consistent with Section 12.6) to any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) calendar month of the such documents containing information Term during which there is or was subsisting, at any time during said calendar month, a monetary or material non-monetary Event of a proprietary nature which, Default (as defined in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesSection 15.1).

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, that in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. A condition to Landlord’s consent to any Transfer of this Lease will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, and, in the case of an assignment, the delivery to Landlord of an agreement executed by the Transferee in form and substance reasonably satisfactory to Landlord, whereby the Transferee assumes and agrees to be bound by all of the terms and provisions of this Lease and to perform all of the obligations of Tenant hereunder. As a condition for granting its consent to any assignment or sublease, Landlord may require that the assignee or sublessee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee or sublessee. As a condition to any such assignment or subletting, whether or not Landlord’s consent to any sublease, such sublease must provide that it is requiredsubject and subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any reason, including without limitation a voluntary surrender by Tenant, or in the event of any reentry or repossession of the Premises by Landlord, Landlord may require: may, at its option, either (i) that any assignee terminate the sublease, or subtenant agree(ii) take over all of the right, title and interest of Tenant, as sublessor, under such sublease, in writing at the time of which case such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly sublessee will attorn to Landlord, which payments but that nevertheless Landlord will not (1) be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated liable for any reason; providedprevious act or omission of Tenant under such sublease, however(2) be subject to any defense or offset previously accrued in favor of the sublessee against Tenant, in no event shall Landlord or its successors or assigns (3) be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified bound by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation any previous modification of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in sublease made without Landlord’s sole and absolute discretion); and all closure plans written consent, or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure previous prepayment by sublessee of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesmore than one month’s rent.

Additional Conditions. As If Landlord does not exercise any option granted to Landlord by Sections 13.3 and 13.4 with respect to a condition proposed sublease or assignment which is the subject of an Offer Notice, Landlord shall not unreasonably withhold its consent to any such proposed sublease or assignment subject to and in accordance with the terms and conditions of this Section 13.5. Landlord shall either conditionally consent to such sublease or assignment or sublettingdeny such consent (and if denied, whether specify the reasons for such denial) (x) within thirty (30) days after receipt of such Offer Notice if such Offer Notice is submitted under Section 13.2(a) hereof, or not (y) within thirty (30) days after receipt of an executed copy of the proposed instrument(s) of sublease or assignment and current financial information for the proposed subtenant or assignee if such Offer Notice is submitted under Section 13.2(b) hereof. If Landlord shall fail to respond to Tenant’s request for consent before the expiration of the applicable 30-day period as aforesaid, then Tenant shall have the right to give Landlord a second notice requesting such consent and, provided such second request for approval shall prominently specify that Landlord’s failure to consent to or disapprove the same within five (5) Operating Days after Landlord’s receipt thereof constitutes Landlord’s consent is requiredthereto, then in the event Landlord fails to consent to or deny consent within such five (5) Operating Day period, Landlord may requireshall be deemed to have consented to the same. Any consent granted by Landlord hereunder shall be conditioned upon the satisfaction of the following: (a) the terms of the instrument(s) of sublease or assignment shall conform to the Offer Notice; (b) there shall be no material adverse change in the condition of the proposed subtenant or assignee (financial or otherwise) from the date of the submission of the Offer Notice until the effective date of the sublease or assignment; (c) the Premises or any part thereof shall not, without Landlord’s prior consent, have been publicly advertised for subletting (it being understood that the mere listing of the Premises or any part thereof with a broker does not constitute public advertising) at a rental rate less than the rental rate being sought by Landlord for space in the Building provided that Landlord shall, within ten (10) days after Tenant so requests, have informed Tenant of the rental rate being sought by Landlord for such space, and all such public advertisements of the Premises or any portion thereof for subletting shall have been approved by Landlord, which approval shall not be unreasonably withheld or delayed. The foregoing, however, shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental rate; (d) there shall not exist any Event of Default under this Lease; (e) the proposed subtenant or assignee shall have a financial standing, be of good reputation, and be engaged in a business, and propose to use the Premises or portion thereof to be sublet in a manner, in keeping with the then standards in such respect of the other tenancies in the Unit and the Building, and any sublease shall provide that, upon Landlord’s request from time to time, subtenant shall deliver to Landlord a copy of subtenant’s most recent financial statements certified by an officer of subtenant unless such information is publicly available; provided, however, that Landlord agrees that any such financial statement will be treated as strictly confidential in accordance with Section 20.23; (f) provided that there is then comparable space available in the Building, the proposed subtenant or assignee shall not then be a tenant, subtenant or assignee of any space in the Building; nor, in any event, shall the proposed subtenant or assignee be a person or entity with whom Landlord is then actively negotiating to lease space in the Building; (g) the proposed subtenant or assignee shall not occupy and use or propose to occupy and use the Premises for any purpose prohibited under Section 10.4; (h) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall not (i) be likely to increase Landlord’s operating expenses beyond that which Landlord now incurs for use by Tenant by more than a de minimis extent; (ii) increase the burden on elevators or other Building or Unit systems over the burden prior to such proposed subletting by more than a de minimis extent; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises; (i) any proposed sublease shall state that it is expressly subject to all of the obligations of Tenant under this Lease and shall contain the further condition and restriction that the sublease shall not be assigned, encumbered or otherwise transferred or the subleased premises further sublet by the sublessee in whole or in part, or any assignee part thereof suffered or subtenant agreepermitted by the sublessee to be used or occupied by others, without the prior written consent of Landlord in writing at each instance, except as otherwise set forth with respect to an Eligible Sublease in Section 13.14(d) hereof; (j) any proposed sublease shall provide that it is subject and subordinate to this Lease and to the time matters to which this Lease is or shall be subordinate, and that in the event of such assignment the termination of this Lease, or subletting, that if the re-entry or dispossession of Tenant by Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to subtenant shall, at Landlord’s option, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or as its successors and assigns should this Lease sublessor pursuant to the then applicable terms of such sublease for the remaining term thereof, except that Landlord shall not be terminated (i) liable for any reason; previous act or omission of Tenant as sublessor under such sublease, (ii) subject to any offset which theretofore accrued to such subtenant against Tenant, or (iii) bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of rent more than one month in advance; (k) no subletting shall be for a term of less than two (2) years (provided, however, that if less than two (2) years remain in the Lease Term, such sublease may be for the balance of the Lease Term); (l) in no event shall Landlord or its successors or assigns there be obligated to accept such attornment; andmore than four (4) occupants (including Tenant) on any full floor of the Premises (which maximum shall be reduced pro-rata for any partial floor of the Premises); (iim) A list Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after demand for any reasonable out-of-pocket costs that are incurred by Landlord in connection with said sublease or assignment, including, without limitation, the costs of Hazardous Materials, certified by making investigations as to the acceptability of the proposed subtenant/assignee or sublessee to be true and correct, which reasonable legal costs incurred in connection with the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose granting of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by any consent; (n) Tenant and the proposed assignee or subtenant in the Premises or on the Project, prior shall execute and deliver to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole then standard form of consent agreement, subject to any changes requested by Tenant and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, and reasonably acceptable to provide Landlord with any portion(sLandlord; and (o) of the such documents containing information of a proprietary nature which, in and of themselves, do proposed subletting shall not contain a reference percentage rent or have an adverse effect on the real estate investment trust qualification tests under Laws applicable to any Hazardous Materials or hazardous activitiesLandlord and its affiliates.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that that, following the occurrence of a Default hereunder, if Landlord gives such party written notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; providedPROVIDED, howeverHOWEVER, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) and A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate use or store in or release or dispose of from the Premises, Premises together with copies of all documents relating to such usethe handling, storage, handling, treatment, generation, release or disposal and emission of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities governmental agencies and authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. A condition to Landlord's consent to any Transfer of this Lease will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, and, in the case of an assignment, the delivery to Landlord of an agreement executed by the Transferee in form and substance reasonably satisfactory to Landlord, whereby the Transferee assumes and agrees to be bound by all of the terms and provisions of this Lease and to perform all of the obligations of Tenant hereunder. As a condition for granting its consent to any assignment or sublease, Landlord may require, if Tenant is in default, that the assignee or sublessee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee or sublessee. As a condition to Landlord's consent to any sublease, such assignment sublease must provide that it is subject and subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any reason, including without limitation a voluntary surrender by Tenant, or subletting, whether in the event of any reentry or not repossession of the Premises by Landlord’s consent is required, Landlord may require: may, at its option, either (i) that any assignee terminate the sublease, or subtenant agree(ii) take over all of the right, title and interest of Tenant, as sublessor, under such sublease, in writing at the time of which case such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly sublessee will attorn to Landlord, which payments but that nevertheless Landlord will not (1) be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated liable for any reason; providedprevious act or omission of Tenant under such sublease, however(2) be subject to any defense or offset previously accrued in favor of the sublessee against Tenant, in no event shall Landlord or its successors or assigns (3) be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified bound by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation any previous modification of any storage tanks to be installed in sublease made without Landlord's written consent, or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure previous prepayment by sublessee of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesmore than one month's rent.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (iI) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is Is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its Its successors or assigns be obligated to accept such attornment; and (iiII) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends Intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting(a) All representations and warranties of the Seller herein shall be true, whether or correct and complete in all material respects on and as of the Closing Date and the Seller shall not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is be in default under this Lease, such party Agreement. (b) Seller shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received have obtained estoppel certificates from tenants comprising no less than eighty percent (80%) of the square footage of the Improvements of the Property (measured as of the Opening of Escrow) in the form prescribed by Landlord without any liability except to credit such payment against those due under the particular tenant’s corresponding Lease, and if (and only if) no estoppel certificate form is prescribed by the particular Lease, then in a form attached hereto as Exhibit “F”, dated no earlier than thirty (30) days prior to Closing (the “Tenant Estoppels”). Such Tenant Estoppels shall be consistent with each corresponding Lease, and shall not reveal any such third party default by landlord or tenant, any right to any unknown offset rent by the tenant or any claim of the same, or any lease documents or other agreements not delivered to Purchaser that would have an adverse material impact on the Lease. Notwithstanding the foregoing, any modification by a tenant to an estoppel certificate to qualify with a knowledge standard, or to conform a statement to the applicable Lease, shall agree not be grounds for disapproval by Purchaser. Seller shall make reasonable efforts to attorn to Landlord or its successors obtain and assigns should deliver the Tenant Estoppels required under this Lease be terminated for any reason; Section 4.3(b), provided, however, in no event shall Landlord or its successors or assigns Seller be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate deemed in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant default under this Agreement in the Premises or on event of Seller’s inability to timely provide all of the Projectrequired Tenant Estoppels hereunder, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in LandlordPurchaser’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under remedy against Seller in the Project for the closure event of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, Seller’s inability to provide Landlord with any portion(sthe required Tenant Estoppels shall be to terminate this Agreement, receive a refund of its Deposit. At such time as Seller delivers to Purchaser executed Tenant Estoppels from tenants comprising no less than eighty percent (80%) of the such documents containing information square footage of a proprietary nature whichthe Improvements of the Property, in the form and of themselvessatisfying the requirements provided in Section 4.3(b) above (collectively, do the “Minimum Required Tenant Estoppels”), then the Purchaser’s condition to Closing set forth in this Section shall automatically be deemed satisfied, provided Seller executes any substitute Tenant Estoppels for any tenant that has not contain a reference delivered an Estoppel Certificate, which shall be made to any Hazardous Materials Seller’s knowledge. (c) Purchaser shall not have terminated this Agreement in accordance with Section 10.1 or hazardous activitiesSection 10.2 below.

Additional Conditions. A condition to Landlord’s consent to any Transfer of this Lease will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, and, in the case of an assignment, the delivery to Landlord of an agreement executed by the Transferee in form and substance reasonably satisfactory to Landlord, whereby the Transferee assumes and agrees to be bound by all of the terms and provisions of this Lease and to perform all of the obligations of Tenant hereunder. As a condition for granting its consent to any assignment or sublease, Landlord may require that, upon a default by Tenant under the terms of this Lease, the assignee or sublessee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee or sublessee. As a condition to any such assignment or subletting, whether or not Landlord’s consent to any sublease, such sublease must provide that it is requiredsubject and subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any reason, including without limitation a voluntary surrender by Tenant, or in the event of any reentry or repossession of the Premises by Landlord, Landlord may require: may, at its option, either (i) that any assignee terminate the sublease, or subtenant agree(ii) take over all of the right, title and interest of Tenant, as sublessor, under such sublease, in writing at the time of which case such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly sublessee will attorn to Landlord, which payments but that nevertheless Landlord will not (1) be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated liable for any reason; providedprevious act or omission of Tenant under such sublease, however(2) be subject to any defense or offset previously accrued in favor of the sublessee against Tenant, in no event shall Landlord or its successors or assigns (3) be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified bound by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation any previous modification of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in sublease made without Landlord’s sole and absolute discretion); and all closure plans written consent, or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure previous prepayment by sublessee of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesmore than one month’s rent.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate use or store in or release or dispose of from the Premises, Premises together with copies of all documents relating to such usethe handling, storage, handling, treatment, generation, release or disposal and emission of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities governmental agencies and authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting of right under Section 12.2 above, whether or not Landlord’s consent is requiredconsented to under Section 12.4 above, Landlord may require: (i) that any both Tenant and the assignee or subtenant agree, sublessee enter into a separate written instrument directly with Landlord in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to a form and containing terms and provisions reasonably required by Landlord, which payments will be received by Landlord including, without any liability except to credit such payment against those due under limitation, the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list agreement of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound by all the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose obligations of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingTenant hereunder, including, without limitation: permits; approvals; reports , the obligation (a) to pay the Annual Fixed Rent, Additional Rent, and correspondence; storage other amounts provided for under this Lease (but in the case of a partial subletting, such subtenant shall agree on a pro rata basis to be so bound) and management plans; plans relating (b) to comply with the provisions of Sections 12.1 through 12.7 hereof. Such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, and at Landlord’s option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the installation sum of (i) $1,000.00 and/or (ii) reasonable out of pocket legal fees or other expenses incurred by Landlord in connection with such request. (C) If this Lease be assigned, or if the Premises or any storage tanks part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect Annual Fixed Rent, Additional Rent, and other charges from the assignee, sublessee or occupant and apply the net amount collected to the Annual Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be installed deemed a waiver of this covenant, or a waiver of the provisions of Sections 12.1 through 12.7 hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) The consent by Landlord to an assignment or subletting under any of the provisions of Sections 12.2 or 12.4 shall in no way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. (E) Without limiting Tenant’s obligations under Article IX, Tenant shall be responsible, at Tenant’s sole cost and expense, for performing all work necessary to comply with Legal Requirements and Insurance Requirements in connection with any assignment or subletting hereunder including, without limitation, any work in connection with such assignment or subletting. (F) In addition to the Project (providedother requirements set forth in this Lease and notwithstanding any other provision of this Lease, said installation partial sublettings of tanks the Premises shall only be permitted after Landlord has under the following terms and conditions: (i) the layout of both the subleased premises and the remainder of the Premises must comply with applicable laws, ordinances, rules and/or regulations and be reasonably approved by Landlord, including, without limitation, all requirements concerning access and egress; (ii) in the event the subleased premises are separately physically demised from the remainder of the Premises, and except as provided in Section 12.3, Tenant shall pay all costs of separately physically demising the subleased premises (it being understood and agreed that any subleased premises of 10,000 square feet of rentable floor area or more must be separately demised); and (iii) at any given its written consent to do sotime, which consent there shall be no more than (a) two (2) subleases in effect on the second (2nd) floor of the Premises and (b) ten (10) subleases in effect on the third (3rd) floor of the Premises (or such proportionately lesser amount as may be withheld reasonably appropriate until such time as Tenant is leasing the entirety of the Initial Premises and the Must Take Premises). (G) Notwithstanding anything to the contrary provided in Section 12.6 above, Landlord shall be entitled to one hundred percent (100%) of any Assignment/Sublease Profits reasonably allocable (in Landlord’s sole and absolute discretion); and all closure plans or reasonable determination consistent with Section 12.6) to any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) calendar month of the such documents containing information Term during which there is or was subsisting, at any time during said calendar month, a monetary or material non-monetary Event of a proprietary nature which, Default (as defined in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesSection 15.1).

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. Furthermore, neither Tenant nor any such proposed assignee or subtenant is required to include on the list of Hazardous Materials standard office cleaning and office materials (such as, without limitation, toner) in the Premises so long as such materials are stored and used in normal and commercially reasonable quantities for office use and are properly, safely and lawfully stored and used.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute reasonable discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in ***Confidential Treatment Requested*** ***Text Omitted and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (a) It shall be a condition to of the validity of any such --------------------- assignment or sublettingsubletting of right under Section 12.2 above, whether or not Landlord’s consent is requiredconsented to under Sections 12.3 or 12.4 above, Landlord may require: (i) that any the assignee or subtenant agreesublessee agrees directly with Landlord, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly -45- form reasonably satisfactory to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound by all the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose obligations of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingTenant hereunder, including, without limitation: permits; approvals; reports , the obligation to pay the rent and correspondence; storage and management plans; plans relating to other amounts provided for under this Lease (but in the installation case of any storage tanks a partial subletting, such subtenant shall agree on a pro rata basis to be installed in so bound) and the covenant against further assignment and subletting, but neither such assignment or under subletting nor the Project (provided, agreement of said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is requiredshall relieve the Tenant named herein of any of the obligations of the tenant hereunder, howeverand Tenant shall remain fully and primarily liable therefor. (b) As Additional Rent, to provide Tenant shall reimburse Landlord promptly for reasonable out of pocket legal and other costs and expenses incurred by Landlord in connection with any portion(s) request by Tenant for consent to assignment or subletting. Any amount paid by Tenant may be credited by Tenant against Landlord's share of the Sublease or Assignment Profits. (c) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time after a default of Tenant, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, including the Landlord's share of the Sublease or Assignment Profits, but no such documents containing information assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, sublessee or occupant as a proprietary nature which, tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. (d) The consent by Landlord to an assignment or subletting shall in and no wise be construed to relieve Tenant from obtaining the express consent in writing of themselves, do not contain a reference Landlord to any Hazardous Materials further assignment or hazardous activitiessubletting. (e) No assignment, subletting or use of the Premises by any third party shall affect the purpose for which the Premises may be used as stated in this Lease.

Additional Conditions. As (a) It shall be a condition to of the validity of any such assignment or sublettingsubletting consented to under Section 12.4 above, whether or not Landlord’s consent is requiredany Permitted Transfer or Permitted Sublease, Landlord may require: (i) that any both Tenant and the assignee or subtenant agree, sublessee enter into a separate written instrument directly with Landlord in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to a form and containing terms and provisions reasonably required by Landlord, which payments will be received by Landlord including, without any liability except to credit such payment against those due under limitation, the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list agreement of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound directly to Landlord for all the proposed assignee obligations of Tenant under this Lease (including any amendments or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingextensions thereof), including, without limitation: permits; approvals; reports , the obligation (a) to pay the rent and correspondence; storage other amounts provided for under this Lease (but in the case of a subletting, such subtenant shall agree on a pro rata basis to be so bound and management plans; plans relating only to the installation extent of rental amounts payable under such sublease) and (b) to comply with the provisions of Article XII hereof and (c) to indemnify, defend and hold harmless the Landlord Parties. Such assignment or subletting shall not relieve Tenant named herein of any storage tanks to of the obligations of Tenant hereunder and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be installed in joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or under the Project (providedsubtenant thereunder, said installation of tanks shall only be permitted after Landlord has given its written consent to do soas the case may be, which consent may be withheld in and at Landlord’s sole option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and absolute discretion); and all closure plans Landlord or any other documents required reason), the sublease shall be terminated. (b) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any and all federalassociated documentation in connection therewith, state and local Governmental Authorities within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the reasonable out of pocket legal fees or other expenses incurred by Landlord in connection with such request not to exceed $5,000 for any storage tanks installed inone request, unless such assignment or sublease does not occur in the ordinary course of business (e.g. is in connection with a bankruptcy or reorganization of Tenant) or involves an amendment to this Lease or other additional documentation (other than a customary Landlord’s consent to assignment or sublease agreement), or if Landlord provides unusual or extraordinary services in connection therewith. (c) Upon the occurrence of an Event of Default, Landlord may, upon prior notice to Tenant and any subtenant or other occupant, collect rent and other charges from the sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such subletting, occupancy or collection shall be deemed a waiver of this covenant, or a waiver of the provisions of Article XII hereof, or the acceptance of the sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, Tenant herein named to remain primarily liable under this Lease. (d) The consent by Landlord to any Transfer under Section 12.4 above, or the consummation of a Permitted Transfer under Section 12.5 above, shall in no way be construed to relieve Tenant from obtaining the Project express consent in writing of Landlord to any further Transfer. (e) Without limiting Tenant’s obligations under Article IX, Tenant shall be responsible, at Tenant’s sole cost and expense, for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, performing all work necessary to provide Landlord comply with Legal Requirements and Insurance Requirements in connection with any portion(s) of Transfer hereunder including, without limitation, any work in connection with such Transfer and the such documents containing information of cost to make the Affected Portion a proprietary nature which, in and of themselves, do not contain a reference to self-contained rental unit (including installing any Hazardous Materials or hazardous activitiesrequired common corridors).

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, . which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) subletting of right under Section 12.2 above that any both Tenant and the assignee or subtenant agree, sublessee agree directly with Landlord in writing at the time of such assignment or subletting, that if a separate written instrument reasonably satisfactory to Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to which contains terms and provisions reasonably required by Landlord, which payments will be received by Landlord including, without any liability except to credit such payment against those due under limitation, the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list agreement of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound by all the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose obligations of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingTenant hereunder, including, without limitation: permits; approvals; reports , the obligation to pay the Annual Fixed Rent, Additional Rent, and correspondence; storage other amounts provided for under this Lease (but in the case of a partial subletting, such subtenant shall agree on a pro rata basis to be so bound), including the provisions of Section 12.1 through 12.4 hereof, but such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder, Tenant shall remain fully and management plans; plans relating primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the assignment or the assignee thereunder or the sublease or the subtenant thereunder, as the case may be, and at Landlord's option, upon the termination of the Lease, the assignment or sublease shall be terminated. (B) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect Annual Fixed Rent, Additional Rent, and other chargesfrom the assignee, sublessee or occupant and apply the net amount collected to the installation Annual Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any storage tanks to be installed in this covenant, or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) a waiver of the such documents containing information provisions of a proprietary nature whichSections 12.1 through 12.4 hereof, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.the

Additional Conditions. As If Landlord does not exercise any option granted to Landlord by Sections 13.3 and 13.4 with respect to a proposed sublease or assignment which is the subject of an Offer Notice, Landlord agrees that, after Landlord’s receipt of an executed copy of the proposed instrument of sublease or assignment and all other agreements, if any, related to the proposed sublease or assignment, and any other information reasonably requested by Landlord, Landlord will not unreasonably withhold, condition or delay its consent to such proposed sublease or assignment provided that the terms of the instrument of sublease or assignment conform to the Offer Notice and the following further conditions shall be satisfied: (a) the Premises or any part thereof shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for subletting at a rental rate less than the rental rate being sought by Landlord for space in the Building provided that Landlord shall, within ten (10) days after Tenant so requests, have informed Tenant of the rental rate being sought by Landlord for such space, and all advertisements of the Premises or any portion thereof for subletting shall have been approved by Landlord. The foregoing, however, shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental rate; (b) Tenant shall not then be in default under this Lease with respect to any monetary obligations and shall not otherwise be in default under this Lease beyond the time herein provided, if any, to cure such assignment default; (c) the proposed subtenant or sublettingassignee is engaged in a business or activity, whether and the Premises, or the relevant part thereof, will be used in a manner, which (A) is in keeping with the then standards of the Building, (B) is limited to the Permitted Use and such incidental ancillary uses reasonably approved by Landlord in connection therewith and (C) is not prohibited under Section 10.4; (d) the proposed subtenant or assignee shall not then be a tenant, subtenant or occupant of any space in the Building, nor an affiliate of any tenant, subtenant or occupant of any space in the Building, and Landlord then has (or reasonably expects to have) comparable space in the Building available for leasing; (e) the proposed subtenant or assignee shall not then be a person or entity, nor an affiliate of a person or entity, with whom Landlord is then actively negotiating to lease comparable space in the Building; (f) the proposed subtenant or assignee is of good reputation with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable evidence of such financial worth and any sublease shall provide that, upon Landlord’s request from time to time, subtenant shall deliver to Landlord a copy of subtenant’s most recent financial statements certified by an officer of subtenant (provided, with respect to such financial statements, that Landlord has executed a non-disclosure agreement provided by such proposed subtenant or assignee on a customary form reasonably acceptable to Landlord); (g) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall not (i) be likely to increase Landlord’s operating expenses beyond that which Landlord now incurs for use by Tenant; (ii) increase the burden on elevators or other Building systems over the burden prior to such proposed subletting; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises; (h) any proposed sublease shall state that it is expressly subject to all of the obligations of Tenant under this Lease and shall contain the further condition and restriction that the sublease shall not be assigned, encumbered or otherwise transferred or the subleased premises further sublet by the sublessee in whole or in part, or any part thereof suffered or permitted by the sublessee to be used or occupied by others, without the prior written consent is required, of Landlord may require:in each instance; (i) any proposed sublease shall provide that any assignee it is subject and subordinate to this Lease and to the matters to which this Lease is or subtenant agreeshall be subordinate, and that in writing at the time event of such assignment the termination of this Lease, or subletting, that if the re-entry or dispossession of Tenant by Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to subtenant shall, at Landlord’s option, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord as its sublessor pursuant to the then applicable terms of such sublease for the remaining term thereof, except that such subtenant shall have no right to use any portion of the Premises (or its successors other space in the Building occupied or controlled by Tenant) which is not part of the subleased premises, and assigns should this Lease Landlord shall not be terminated (i) liable for any reasonprevious act or omission of Tenant; (ii) subject to any offset or defense which theretofore accrued to such subtenant (including, without limitation, any rights under 11 U.S.C. §365(h)); (iii) bound by any rent or other sums paid by such subtenant more than one month in advance; (iv) liable for any security deposit not actually received by Landlord; (v) liable for any work or payments on account of improvements to the subleased premises or (vi) bound by any amendment of such sublease not consented to in writing by Landlord; (j) no subletting shall be for a term of less than two (2) years (provided, however, that if less than two (2) years remains in the Lease Term, such sublease may be for a term of no less than one (1) year); (k) in no event shall Landlord or its successors or assigns there be obligated to accept such attornment; and more than one (ii1) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant occupant (including Tenant) in the Premises and all Alterations made to create a separately demised unit on any floor of the Premises shall be deemed Specialty Alterations; (l) Tenant shall reimburse Landlord on demand for any reasonable, out-of-pocket costs that may be incurred by Landlord in connection with said sublease or on the Project, prior to the proposed assignment or sublettingassignment, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating , the costs of making investigations as to the installation acceptability of the proposed subtenant or assignee and reasonable legal costs incurred in connection with the granting of any storage tanks to be installed in or consent; (m) no part of the rent payable under the Project proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises nor shall any proposed assignment or sublease potentially have any adverse effect on the REIT qualification requirements applicable to Landlord and its affiliates; and (provided, said installation n) any proposed sublease shall comply with the requirements of tanks shall only be permitted after Section 11.9 hereof. Tenant agrees to furnish Landlord has given its written consent such information in addition to do so, which consent the information set forth in the Offer Notice as Landlord may be withheld reasonably request in Landlord’s sole and absolute discretion); and all closure plans connection with the proposed sublease or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesassignment.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting consented to under Section 12.4 above, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or sublettingsubletting of right under Section 12.5 above, that if Landlord gives such party notice that both Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under and the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true enter into a separate written instrument directly with Landlord in a form and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials containing terms and provisions reasonably required by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingLandlord, including, without limitation: permits; approvals; reports , the agreement of the assignee to be bound directly to Landlord for all the obligations of the Tenant under this Lease (including any amendments or extensions thereof), including, without limitation, the obligation (a) to pay the rent and correspondence; storage and management plans; plans relating other amounts provided for under this Lease (but in the case of a partial subletting, such subtenant shall agree to be so bound to the installation extent set forth in the sublease) and (b) to comply with the provisions of Article XII hereof and (c) to indemnify the Landlord Parties (as defined in Section 13.13) as provided in Section 13.1 hereof. Such assignment or subletting shall not relieve Tenant named herein of any storage tanks of the obligations of the tenant hereunder and Xxxxxx shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, as the case may be, and at Landlord’s option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, an Event of Default, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated. (B) In addition to be installed the other requirements set forth in or under this Lease and notwithstanding any other provision of this Lease, partial sublettings of the Project (provided, said installation of tanks Premises shall only be permitted under the following terms and conditions: (i) the layout of both the subleased premises and the remainder of the Premises must comply with applicable laws, ordinances, rules and/or regulations and be approved by Landlord, including, without limitation, all requirements concerning access and egress and any modifications necessary to have the Office Portion of the Building function as a multi-tenant space rather than as a single tenant space; (ii) in the event the subleased premises are separately physically demised from the remainder of the Premises, Tenant shall pay all costs of separately physically demising the subleased premises; and (iii) there shall be no more than two (2) subleases on any single floor, and no more than six (6) subleases in the aggregate, in effect in the Premises at any given time. (C) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requiring Landlord’s consent and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the sum of $1,000.00 or, if greater, the reasonable out of pocket legal fees or other expenses incurred by Landlord has given its written consent in connection with such request, but in no event more than $5,000.00 for any request made prior to do sothe expiration of the first Lease Year, which such limit shall be increased on an annual basis as of each anniversary of the Commencement Date by the corresponding percentage increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average, All-Item Series A (1982-1984=100) for the immediately preceding twelve (12) month period. (D) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time after the occurrence of a material Event of Default by Tenant under this Lease (other than a monetary Event of Default where Tenant is in good faith contesting the amounts claimed to be owed and is otherwise performing all of its obligations under this Lease in a timely manner), collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or a waiver of the provisions of Article XII hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (E) The consent may by Xxxxxxxx to an assignment or subletting under Section 12.4 above, or the consummation of an assignment or subletting of right under Section 12.5 above, shall in no way be withheld construed to relieve Tenant from obtaining the express consent in Landlordwriting of Landlord to any further assignment or subletting requiring Xxxxxxxx’s consent. (F) During the continuance of a monetary Event of Default (defined in Section 15.1), Landlord shall be entitled to one hundred percent (100%) of any Assignment/Sublease Profits. (G) Without limiting Tenant’s obligations under Article IX, Tenant shall be responsible, at Xxxxxx’s sole cost and absolute discretion); expense, for performing all work necessary to comply with Legal Requirements and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord Insurance Requirements in connection with any portion(s) of the assignment or subletting hereunder including, without limitation, any work in connection with such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials assignment or hazardous activitiessubletting.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.. 731887685.7

Additional Conditions. As a condition to any such assignment or subletting, whether or not LandlordSublandlord’s consent is required, Landlord Sublandlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord Sublandlord gives such party notice that Tenant is in default under this Leasea Default of Subtenant has occurred hereunder, such party shall thereafter make all payments otherwise due Tenant Subtenant directly to LandlordSublandlord, which payments will be received by Landlord Sublandlord without any liability except to credit such payment against those due under the LeaseSublease, and any such third party shall agree to attorn to Landlord Sublandlord or its successors and assigns should this Lease Sublease be terminated for any reason; provided, however, in no event shall Landlord Sublandlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Subleased Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Subleased Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord Sublandlord has given its written consent to do so, which consent may be withheld in LandlordSublandlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant Subtenant nor any such proposed assignee or subtenant is required, however, to provide Landlord Sublandlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. (iii) An increase in the amount of the Security Deposit.

Additional Conditions. As Borrower hereby agrees with Lender as follows: 4.1. Borrower shall conditionally assign to Lender Borrower's interest in the' general construction contract executed by the general contractor, and other contracts reasonably required by Lender including, but not limited to engineering, developer, and architectural (collectively, the "Contracts"). Such assignment shall be acknowledged and approved by the other ·parties to the Contracts, and such acknowledgments shall authorize Lender to use the Plans and Specs, and to exercise the contractual rights of Borrower in the Contracts following the occurrence of any Event of Default. · 4.2. Borrower shall cause the construction of the improvements to be carried on continuously, and to complete, free from all mechanics' liens, and in compliance with building restrictions and ordinances, within 12 months from the date of the Note, the improvements in accordance with the respective plans and specifications submitted to Lender. Notwithstanding the above, the deadline for completion shall be extended for any period of time in which construction is prevented or delayed by any governmental moratorium or other similar restriction, 'provided that such governmental restriction is not imposed as a condition result of any action or inaction of Borrower, its contractors or agents, and provided that such extension of the deadline is permitted under the THDA Loan. 4.3. Borrower hereby gives Lender the right.during construction of the improvements, to inspect, or employ at Borrower's expense any independent construction consultant to inspect the same and to reject and/or require to be replaced any material or workmanship that does not materially comply with the plans and specifications and {TOOl6367.DOC/ll TN514 TN514·18} to verify costs, value all existing improvements in place, and estimate costs to complete all proposed improvements. Borrower shall only be obligated to pay the expense of one (1) inspection per month. It is understood and agreed that any inspections made by Lender shall be solelyfor Lender's protection and Lender shall not thereby incur any liability to the undersigned or to any third parties. 4.4. Borrower shall furnish evidence that the Property, and the· intended uses of the Property, are in compliance with all applicable laws, covenants, regulations and ordinances. 4.5. The Loan shall be evidenced by a construction loan agreement, promissory note, deed of trust, assignment of rents, security agreement and fixture filing, deposit account control agreement, and guaranty agreement, together with such assignment or sublettingother required documents as are deemed reasonably necessary by Lender in its sole discretion. 4.6. Borrower shall pay all reasonable expenses incurred in connection with the closing of the Loan in obtaining title examinations, appraisals, surveys, preparation of notes, deeds of trust, other documentation and review of said documents by Lender's attorney whether or not Landlord’s consent any or all of the Loan is requiredactually made. 4.7. Borrower shall permit no commencement ofanywork or the delivery of any material on the Property which would constitute "visible commencement of operations" under Tennessee law, Landlord may require:until the Note and Deed of Trust have been executed and the Deed of Trust recorded, and until permission to start work or deliver material has been given by Lender. If delivery of materials or construction is in progress to the extent that it constitutes visible commencement of operations under-Tennessee law prior to the recordation of the Deed of Trust, receipt of acceptable title insurance coverage specifically insuring Lender against any loss or litigation costs arising from said delivery of materials or visible commencement of operations will be required prior to any disbursement of proceeds. (i) 4.8. Borrower shall pay principal and interest under the Loan _as provided in the Note and, upon the Conversion, the Term Note. 4.9. Borrower shall furnish from time to time whenever reasonably requested, a statement showing an itemization of expenditures to date, items due and unpaid, items necessary for completion and items purchased whether or not stored on the job site in form satisfactory to Lender; and to support said statement with receipted bills, affidavits, lien waivers and other satisfactory evidence of payments, cost estimates and/or contracts. 4.10. Borrower hereby agrees that if fOT any assignee or subtenant agreereason the remaining undisbursed Loan balance shall, in writing at Lender's reasonable opinion following the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated review ofthe Budget for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior be insufficient to the proposed assignment or subletting, including, without limitation: permits; approvals; reports pay all amounts presently due and correspondence; storage and management plans; plans relating to the installation of any storage tanks all amounts necessary to be installed incurred for the completion of the construction project, Borrower will {TOOJ6367.DOC / 11 TNSI4 TN514-18} within ten (10) days after request by Lender, provide funds to Lender in or under the Project (provided, said installation amount of tanks shall only be permitted after Landlord has given its written consent to do sothe estimated deficiency with Lender, which consent funds shall be provided first before any further disbursement of Loan proceeds shall be made, or at Lender's option make such other provisions for the funding of the estimated deficiency as may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, acceptable to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesLender.

Additional Conditions. As If Landlord does not timely exercise any option granted to Landlord by Sections 13.3 and 13.4 with respect to a proposed sublease or assignment which is the subject of an Transfer Notice, Landlord agrees that Landlord will not unreasonably withhold, delay or condition its consent to such proposed sublease or assignment provided that the terms of the instrument of sublease or assignment conform to the Transfer Notice in all material respects and the following further conditions shall be satisfied: (a) the Premises or any part thereof shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for subletting at a rental rate less than the rental rate being sought by Landlord for space in the Building provided that Landlord shall, within ten (10) days after Tenant so requests, have informed Tenant of the rental rate being sought by Landlord for such assignment space, and all advertisements of the Premises or sublettingany portion thereof for subletting shall have been approved by Landlord, whether or not in its reasonable discretion (it being agreed, however, that Landlord’s consent shall not be required for Tenant to list the Premises or any portion thereof with brokers, or for Tenant or such brokers to distribute flyers with respect to the availability of the Premises or any portion thereof, subject to the foregoing proviso concerning the rental rate). The foregoing, however, shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental rate; (b) Tenant shall not then be in default under this Lease with respect to any monetary obligations under this Lease (of which default Tenant shall have received notice), or in default beyond the expiration of any applicable notice and cure period with respect to any non-monetary obligation of Tenant under this Lease; (c) the proposed subtenant or assignee shall have a financial standing, be of a character, be engaged in a business, and propose to use the Premises or portion thereof to be sublet in a manner, in keeping with the standards in such respect of the other tenancies in the Building, and any sublease shall provide that, upon Landlord’s request from time to time, subtenant shall deliver to Landlord a copy of subtenant’s most recent financial statements certified by an officer of subtenant, provided, however, that Landlord agrees that any such financial statement will be treated as strictly confidential in accordance with Section 20.23; (d) provided that there is requiredcomparable space available in the Building (and, solely in connection with a subletting of the Automatic Expansion Space, such comparable space is available for a comparable term), the proposed subtenant or assignee shall not then be a tenant, subtenant or assignee of any space in the Building; nor, in any event, shall the proposed subtenant or assignee be a person or entity with whom Landlord may require:is then actively negotiating to lease space in the Building; (e) the proposed subtenant or assignee shall not occupy and use or propose to occupy and use the Premises for any purpose prohibited under Section 10.4; (f) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall not (i) be likely to increase Landlord’s operating expenses beyond that which Landlord now incurs for use by Tenant by more than a de minimis extent; (ii) increase the burden on elevators or other Building systems over the burden prior to such proposed subletting by more than a de minimis extent; or (iii) violate or be likely to violate any assignee provisions or subtenant agreerestrictions contained herein relating to the use or occupancy of the Premises; (g) any proposed sublease shall state that it is expressly subject to all of the obligations of Tenant under this Lease and, except as otherwise expressly permitted by Section 13.13(d) below, shall contain the further condition and restriction that the sublease shall not be assigned, encumbered or otherwise transferred or the subleased premises further sublet by the sublessee in writing at whole or in part, or any part thereof suffered or permitted by the time sublessee to be used or occupied by others, without the prior written consent of such assignment Landlord in each instance; (h) any proposed sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or sublettingshall be subordinate, and that if (subject to the provisions of Section 13.13 below) in the event of the termination of this Lease, or the re-entry or dispossession of Tenant by Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to subtenant shall, at Landlord’s option, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or as its successors and assigns should this Lease sublessor pursuant to the then applicable terms of such sublease for the remaining term thereof, except that Landlord shall not be terminated (i) liable for any reasonprevious act or omission of Tenant as sublessor under such sublease, (ii) subject to any offset which theretofore accrued to such subtenant against Tenant, or (iii) bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of rent more than one month in advance; (i) no subletting shall be for a term of less than two (2) years (provided, however, that if less than two (2) years remains in the Lease Term, such sublease may be for the balance of the Lease Term); provided, however, that the foregoing provision shall not apply to the Automatic Expansion Space during the first five (5) years after the Automatic Expansion Date; (j) in no event shall Landlord (i) there be more than five (5) occupants (including Tenant) on any full floor of the Premises, (ii) any partial floor of the Premises be demised into units consisting of less than three thousand five hundred (3,500) rentable square feet, nor (iii) there be more than one (1) occupant (including Tenant) on any partial floor of the Premises consisting of three thousand five hundred (3,500) rentable square feet or its successors or assigns be obligated less. Notwithstanding the foregoing restrictions as to accept the size of units, Tenant shall have the right to (x) create and sublease one unit consisting of not less than three thousand (3,000) rentable square feet and (y) sublease any unit of the Automatic Expansion Space which, when delivered to Tenant, consists of less than three thousand five hundred (3,500) rentable square feet provided that such attornmentunit has not, prior to such subletting, been integrated into the balance of the Premises on such floor (i.e., demising walls removed, etc.); and (iik) A list of Hazardous Materials, certified Tenant shall reimburse Landlord on demand for any costs that may be reasonably incurred by the proposed assignee Landlord in connection with said sublease or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingassignment, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating , the costs of making investigations as to the installation acceptability of the proposed subtenant or assignee and reasonable legal costs incurred in connection with the granting of any storage tanks consent. Tenant agrees to be installed furnish Landlord such information in addition to the information set forth in the Transfer Notice as Landlord may reasonably and timely request in connection with the proposed sublease or under assignment. If Landlord shall fail to respond to Tenant’s request for consent before (x) the Project expiration of Landlord’s 30-day or 60-day recapture period, as applicable, or (providedy) thirty (30) days after Landlord’s receipt of a copy of the fully executed instrument of sublease or assignment, said installation whichever of tanks (x) or (y) is later, then Tenant shall only be permitted after have the right to give Landlord has given its written a second notice requesting such consent and, provided such second request for approval shall prominently specify that Landlord’s failure to consent to do so, which consent may be withheld in or disapprove the same within five (5) Operating Days after Landlord’s sole and absolute discretion); and all closure plans receipt thereof constitutes Landlord’s consent thereto, then in the event Landlord fails to consent to or any other documents required by any and all federaldisapprove within such 5-Operating Day period, state and local Governmental Authorities for any storage tanks installed in, on or under Landlord shall be deemed to have consented to the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiessame.

Additional Conditions. A condition to Landlord’s consent to any Transfer of this Lease will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, and, in the case of an assignment, the delivery to Landlord of an agreement executed by the Transferee in form and substance reasonably satisfactory to Landlord, whereby the Transferee assumes and agrees to be bound by all of the terms and provisions of this Lease and to perform all of the obligations of Tenant hereunder. As a condition for granting its consent to any assignment or sublease, Landlord may require that in the event of an uncured default by Tenant under this Lease, the assignee or sublessee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee or sublessee. As a condition to any such assignment or subletting, whether or not Landlord’s consent to any sublease, such sublease must provide that it is requiredsubject and subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any reason, including without limitation a voluntary surrender by Tenant, or in the event of any reentry or repossession of the Premises by Landlord, Landlord may require: may, at its option, either (i) that any assignee terminate the sublease, or subtenant agree(ii) take over all of the right, title and interest of Tenant, as sublessor, under such sublease, in writing at the time of which case such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly sublessee will attorn to Landlord, which payments but that nevertheless Landlord will not (1) be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated liable for any reason; providedprevious act or omission of Tenant under such sublease, however(2) be subject to any defense or offset previously accrued in favor of the sublessee against Tenant, in no event shall Landlord or its successors or assigns (3) be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified bound by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation any previous modification of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in sublease made without Landlord’s sole and absolute discretion); and all closure plans written consent, or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure previous prepayment by sublessee of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesmore than one month’s rent.

Additional Conditions. As a condition to any such assignment or sublettingWithout limitation, whether or not it is agreed that Landlord’s consent shall not be considered unreasonably withheld, conditioned or delayed if: (a) in Landlord’s good faith opinion the proposed Transferee’s financial condition is requirednot adequate for the obligations such Transferee is assuming in connection with the proposed Transfer; (b) in Landlord’s good faith opinion the proposed Transferee’s business or reputation is not suitable for the Property considering the business and reputation of the other tenants and the Property’s profile, or the proposed Transfer would result in a violation of another tenant’s rights under its lease at the Property; (c) the proposed Transferee is a governmental or quasi-governmental entity, agency, department or instrumentality; (d) the proposed Transferee is an occupant of the Property; (e) there is then occurring an Event of Default (or there is then occurring an event which Tenant has received notice of and which, with passage of time, would constitute an Event of Default) under this Lease; (f) any portion of the Property (including the Premises) would likely become subject to additional or different legal requirements as a consequence of the proposed Transfer; (g) Landlord may require: or its agent have actively negotiated with the proposed Transferee or its agent its need for space at the Property within four (4) months prior to Tenant’s delivery of written notice of the proposed Transfer to Landlord; (h) intentionally omitted; (i) that the proposed Transfer is not approved of by any mortgagee; (j) the proposed assignee or subtenant agreerefuses to sign a subordination and attornment agreement in favor of any mortgagee, in writing at the time if required; (k) any guarantor of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reasonrefuses to approve the proposed Transfer or to execute a written agreement reaffirming the guaranty; provided, however, (l) in no event shall Landlord’s good faith opinion the proposed Transferee’s business will impose a burden on the Common Areas or other facilities serving the Building or the Property that is greater than the burden imposed by Tenant; (m) Landlord has sued or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified been sued by the proposed assignee Transferee or sublessee to be true and correct, which has otherwise been involved in a legal dispute with the proposed assignee Transferee; or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by (n) the proposed assignee or Transfer will result in there being more than one (1) subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesPremises.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting consented to under Section 12.4 above, whether or not Landlord’s consent is requiredany assignment or subletting of right under Section 12.5 above, Landlord may require: (i) that any both Tenant and the assignee or subtenant agree, sublessee enter into a separate written instrument directly with Landlord in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to a form and containing terms and provisions reasonably required by Landlord, which payments will be received by Landlord including, without any liability except to credit such payment against those due under limitation, the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list agreement of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound directly to Landlord for all the proposed assignee obligations of the Tenant under this Lease (including any amendments or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingextensions thereof), including, without limitation: permits; approvals; reports , the obligation (a) to pay the rent and correspondence; storage other amounts provided for under this Lease (but in the case of a partial subletting pursuant to Section 12.5, such subtenant shall agree on a pro rata basis to be so bound) and management plans; plans relating (b) to comply with the provisions of Article XII hereof and (c) to indemnify the “Landlord Parties” (as defined in Section 13.13) as provided in Section 13.1 hereof. Such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, as the case may be, and at Landlord’s option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the installation sum of (x) either (i) $1,000.00 for time spent by Landlord’s in-house personnel or (ii) the reasonable out of pocket legal fees (not to exceed $5,000 in connection with any single request for consent), plus (y) other reasonable out of pocket expenses incurred by Landlord in connection with such request. (C) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time that an uncured Event of Default exists, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or a waiver of the provisions of Article XII hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) The consent by Landlord to an assignment or subletting under Section 12.4 above, or the consummation of an assignment or subletting of right under Section 12.5 above, shall in no way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. (E) During any period in which a monetary or material non-monetary “Event of Default” (defined in Section 15.1) is in existence and continuing, Landlord shall be entitled to one hundred percent (100%) of any storage tanks Assignment/Sublease Profits. (F) Without limiting Tenant’s obligations under Article IX, Tenant shall be responsible, at Tenant’s sole cost and expense, for performing all work necessary to be installed comply with Legal Requirements and Insurance Requirements in connection with any assignment or under subletting hereunder including, without limitation, any work in connection with such assignment or subletting. (G) In addition to the Project (providedother requirements set forth in this Lease and notwithstanding any other provision of this Lease, said installation partial sublettings of tanks the Premises shall only be permitted after Landlord has given its written consent to do sounder the following terms and conditions: (i) the layout of both the subleased premises and the remainder of the Premises must comply with applicable laws, which consent may ordinances, rules and/or regulations and be withheld approved by Landlord, including, without limitation, all requirements concerning access and egress; (ii) in Landlord’s sole and absolute discretion)the event the subleased premises are separately physically demised from the remainder of the Premises, Tenant shall pay all costs of separately physically demising the subleased premises; and all closure plans or (iii) there shall be no more than six (6) subleases in effect in the Premises at any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesgiven time.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if If Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all ail documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting of right under Section 12.2 above, whether or not Landlord’s consent is requiredconsented to under Section 12.4 above, Landlord may require: (i) that any both Tenant and the assignee or subtenant agree, sublessee enter into a separate written instrument directly with Landlord in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to a form and containing terms and provisions reasonably required by Landlord, which payments will be received by Landlord including, without any liability except to credit such payment against those due under limitation, the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list agreement of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound by all the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose obligations of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingTenant hereunder, including, without limitation: permits; approvals; reports , the obligation (a) to pay the Annual Fixed Rent, Additional Rent, and correspondence; storage other amounts provided for under this Lease (but in the case of a partial subletting, such subtenant shall agree on a pro rata basis to be so bound) and management plans; plans relating (b) to comply with the provisions of Sections 12.1 through 12.7 hereof. Such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder and Xxxxxx shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, and at Landlord’s option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requested by Xxxxxx and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the installation sum of (i) $1,000.00 and/or (ii) reasonable out of pocket legal fees or other expenses incurred by Landlord in connection with such request. (C) If this Lease be assigned, or if the Premises or any storage tanks part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect Annual Fixed Rent, Additional Rent, and other charges from the assignee, sublessee or occupant and apply the net amount collected to the Annual Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be installed deemed a waiver of this covenant, or a waiver of the provisions of Sections 12.1 through 12.7 hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) The consent by Xxxxxxxx to an assignment or subletting under any of the provisions of Sections 12.2 or 12.4 shall in no way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. (E) Without limiting Tenant’s obligations under Article IX, Tenant shall be responsible, at Xxxxxx’s sole cost and expense, for performing all work necessary to comply with Legal Requirements and Insurance Requirements in connection with any assignment or subletting hereunder including, without limitation, any work in connection with such assignment or subletting. (F) In addition to the Project (providedother requirements set forth in this Lease and notwithstanding any other provision of this Lease, said installation partial sublettings of tanks the Premises shall only be permitted after under the following terms and conditions: (i) the layout of both the subleased premises and the remainder of the Premises must comply with applicable laws, ordinances, rules and/or regulations and be reasonably approved by Landlord, including, without limitation, all requirements concerning access and egress; (ii) in the event the subleased premises are separately physically demised from the remainder of the Premises, and except as provided in Section 12.3, Tenant shall pay all costs of separately physically demising the subleased premises; and (iii) at any given time, there shall be no more than four (4) subleases in effect. (G) Notwithstanding anything to the contrary provided in Section 12.6 above, Landlord has given its written consent shall be entitled to do so, which consent may be withheld one hundred percent (100%) of any Assignment/Sublease Profits reasonably allocable (in Landlord’s sole and absolute discretion); and all closure plans or reasonable determination consistent with Section 12.6) to any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) calendar month of the such documents containing information Term during which there is or was subsisting, at any time during said calendar month, a monetary or material non-monetary Event of a proprietary nature which, Default (as defined in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesSection 15.1).

Additional Conditions. A condition to Landlord's consent to any Transfer of this Lease will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, and, in the case of an assignment, the delivery to Landlord of an agreement executed by the Transferee in form and substance reasonably satisfactory to Landlord, whereby the Transferee assumes and agrees to be bound by all of the terms and provisions of this Lease and to perform all of the obligations of Tenant hereunder. As a condition to Landlord's consent to any sublease, such assignment sublease must provide that it is subject and subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any reason, including without limitation a voluntary surrender by Tenant, or subletting, whether in the event of any reentry or not repossession of the Premises by Landlord’s consent is required, Landlord may require: may, at its option, either (i) that any assignee terminate the sublease, or subtenant agree(ii) take over all of the right, title and interest of Tenant, as sublessor, under such sublease, in writing at the time of which case such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly sublessee will attorn to Landlord, which payments but that nevertheless Landlord will not (1) be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated liable for any reasonprevious act or omission of Tenant under such sublease, (2) be subject to any defense or offset previously accrued in favor of the sublessee against Tenant, or (3) be bound by any previous modification of any sublease made without Landlord's written consent, or by any previous prepayment by sublessee of more than one month's rent; providedand that upon written notice from Landlord, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee remit directly to be true and correctLandlord on a monthly basis, which all monies due to Tenant from the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiessublessee.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.. Furthermore, neither Tenant nor any such proposed assignee or subtenant is required to include on the list of Hazardous Materials standard office cleaning and office materials (such as, without limitation, toner) in the Premises so long as such materials are stored and used in normal and commercially reasonable quantities for office use and are properly, safely and lawfully stored and used. 321 Arsenal (AOTC) / Forma Therapeutics - Page 26

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate use or store in or release or dispose of from the Premises, Premises together with copies of all documents relating to such usethe handling, storage, handling, treatment, generation, release or disposal and emission of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the ProjectPremises, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project Premises (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities governmental agencies and authorities for any storage tanks installed in, on or under the Project Premises for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. The obligations of the Lenders to make Loans on each Funding Date are subject to the following further conditions precedent: A. To the extent required by subsection 2.1 or 2.2, Administrative Agent shall have received, before any Funding Date, an originally executed Notice of Borrowing (or a telecopy or facsimile thereof), in accordance with the requirements of such subsection, signed by (i) a Responsible Officer of the Applicable Borrower or any other officer or employee of the Applicable Borrower designated by a Responsible Officer of the Applicable Borrower in a writing delivered to Administrative Agent, which Responsible Officer shall in each case have delivered to Administrative Agent, on or prior to such date, evidence of authorization to request Loans on behalf of the Applicable Borrower, and (ii) in the case of a Notice of Borrowing being delivered by DFFI or Solvest, a Responsible Officer or other officer or employee of Company described in the foregoing clause (i). B. As of that Funding Date, unless the Equivalent Amount in Dollars of Total Utilization will not be increased as a condition to any result of such assignment or subletting, whether or not Landlord’s consent is required, Landlord may requireborrowing: (i) The representations and warranties contained herein shall be true, correct and complete in all material respects on and as of that any assignee or subtenant agreeFunding Date (immediately prior to, and after giving effect to such funding) to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in writing at the time which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such assignment earlier date; (ii) No Event of Default, Cross Default or sublettingPotential Event of Default shall have occurred and be continuing or would result from the Loans to be made on that Funding Date; (iii) Each Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornmentFunding Date; and (iiv) A list The making of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to Loans requested on such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, Funding Date shall not violate any law including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in , Regulation T, Regulation U or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) Regulation X of the such documents containing information Board of a proprietary nature which, in and Governors of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesthe Federal Reserve System.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks 739800997.11739800997.11 installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by DOCVARIABLE #DNDocID \* MERGEFORMAT 758013178.6 Net Multi-Tenant Laboratory 800 Xxxxxxxxxx Xxxx – Xxxxx 000/Xxxxx Tx - Page 23 any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) i. that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) . A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate use or store in or release or dispose of from the Premises, Premises together with copies of all documents relating to such usethe handling, storage, handling, treatment, generation, release or disposal and emission of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities governmental agencies and authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting consented to under Section 12.4 above, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or sublettingsubletting of right under Section 12.5 above, that if Landlord gives such party notice that both Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under and the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true enter into a separate written instrument directly with Landlord in a form and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials containing terms and provisions reasonably required by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingLandlord, including, without limitation: permits; approvals; reports , the agreement of the assignee to be bound directly to Landlord for all the obligations of the Tenant under this Lease (including any amendments or extensions thereof), including, without limitation, the obligation (a) to pay the rent and correspondence; storage and management plans; plans relating other amounts provided for under this Lease (but in the case of a partial subletting, such subtenant shall agree to be so bound to the installation extent set forth in the sublease) and (b) to comply with the provisions of Article XII hereof and (c) to indemnify the Landlord Parties (as defined in Section 13.1) as provided in Section 13.1 hereof. Such assignment or subletting shall not relieve Tenant named herein of any storage tanks of the obligations of the tenant hereunder and Xxxxxx shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, as the case may be, and at Landlord’s option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, an Event of Default, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated. (B) In addition to be installed the other requirements set forth in or under this Lease and notwithstanding any other provision of this Lease, partial sublettings of the Project (provided, said installation of tanks Premises shall only be permitted under the following terms and conditions: (i) the layout of both the subleased premises and the remainder of the Premises must comply with applicable laws, ordinances, rules and/or regulations and be approved by Landlord, including, without limitation, all requirements concerning access and egress and any modifications necessary to have the Building function as a multi-tenant space rather than as a single tenant space; (ii) in the event the subleased premises are separately physically demised from the remainder of the Premises, Tenant shall pay all costs of separately physically demising the subleased premises; and (iii) there shall be no more than two (2) subleases on any single floor, and no more than six (6) subleases in the aggregate, in effect in the Premises at any given time. (C) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requiring Landlord’s consent and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the sum of $1,000.00 or, if greater, the reasonable out of pocket legal fees or other expenses incurred by Landlord has given its written consent in connection with such request, but in no event more than $5,000.00 for any request made prior to do sothe expiration of the first Lease Year, which such limit shall be increased on an annual basis as of each anniversary of the Commencement Date by the corresponding percentage increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average, All-Item Series A (1982-1984=100) for the immediately preceding twelve (12) month period. (D) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time after the occurrence of a material Event of Default by Tenant under this Lease (other than a monetary Event of Default where Tenant is in good faith contesting the amounts claimed to be owed and is otherwise performing all of its obligations under this Lease in a timely manner), collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or a waiver of the provisions of Article XII hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (E) The consent may by Xxxxxxxx to an assignment or subletting under Section 12.4 above, or the consummation of an assignment or subletting of right under Section 12.5 above, shall in no way be withheld construed to relieve Tenant from obtaining the express consent in Landlordwriting of Landlord to any further assignment or subletting requiring Xxxxxxxx’s consent. (F) During the continuance of a monetary Event of Default (defined in Section 15.1), Landlord shall be entitled to one hundred percent (100%) of any Assignment/Sublease Profits. (G) Without limiting Tenant’s obligations under Article IX, Tenant shall be responsible, at Xxxxxx’s sole cost and absolute discretion); expense, for performing all work necessary to comply with Legal Requirements and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord Insurance Requirements in connection with any portion(s) of the assignment or subletting hereunder including, without limitation, any work in connection with such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials assignment or hazardous activitiessubletting.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Leaselease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that That any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous MaterialsMaterials (other than products customarily used by tenants in de minimis quantities for ordinary cleaning and office purposes), certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" ACTIVEUS 189279026v.12" "" ACTIVEUS 189279026v.12 116947851_3 000 Xxxxxxx Xxxxxx, Xxxxx 000 (AOTC) / iTeos Therapeutics - Page 25 Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (A) It shall be a condition of the validity of any assignment consented to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or sublettingunder Section 12.4 above, that if both Tenant and the assignee enter into a separate written instrument (“Assignment Consent Agreement”) directly with Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to a form and containing terms and provisions reasonably required by Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports , the agreement of the assignee to be bound by all the obligations of the Tenant hereunder, including, without limitation, the obligation (a) to pay the Annual Fixed Rent, Additional Rent, and correspondence; storage other amounts provided for under this Lease and management plans; plans relating (b) to comply with the provisions of this Article XII. Furthermore, with respect to an assignment as of right under Section 12.2 above which is not a merger with Tenant as the surviving entity, Tenant and such assignee shall enter into an Assignment Consent Agreement promptly following such assignment. It shall be a condition of the validity of any sublease consented to under Section 12.4 above, that both Tenant and the sublessee enter into a separate written instrument (“Sublease Consent Agreement”) directly with Landlord in a form and containing terms and provisions reasonably required by Landlord. Furthermore, with respect to a subletting as of right under Section 12.2 above, Tenant and such sublessee shall enter into a Sublease Consent Agreement in form reasonably satisfactory to Landlord, Tenant and such sublessee promptly following such subletting. Such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder, and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, and at Landlord’s option, upon the termination or expiration of this Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the installation lesser of (i) $1,000.00 (which amount Landlord may increase from time to time by the percentage increase in CPI in effect on the Execution Date to the CPI then in effect at the time of increase), and (ii) reasonable out of pocket legal fees or other expenses incurred by Landlord in connection with such request. (C) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect Annual Fixed Rent, Additional Rent, and other charges from the assignee, sublessee or occupant and apply the net amount collected to the Annual Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or a waiver of the provisions of this Article XII, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) The consent by Landlord to an assignment or subletting under any of the provisions of Sections 12.2 or 12.4 shall in no way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting (except where such consent is not required pursuant to Section 12.2). (E) On or after the occurrence of any storage tanks monetary or material non-monetary Event of Default, Landlord shall be entitled to one hundred percent (100%) of any Assignment/Sublease Profits accruing during the pendency of such Event of Default provided that, if such Event of Default is cured prior to the termination of this Lease, Tenant’s share of any such Assignment/Sublease Profits shall be installed applied as a credit against Annual Fixed Rent or Additional Rent, as applicable, being due and payable hereunder. (F) Without limiting Tenant’s obligations under Article IX, Tenant shall be responsible, at Tenant’s sole cost and expense, for performing all work necessary to comply with Legal Requirements and Insurance Requirements in connection with any assignment or under subletting hereunder including, without limitation, any work in connection with such assignment or subletting. (G) In addition to the Project (providedother requirements set forth in this Lease and notwithstanding any other provision of this Lease, said installation partial sublettings of tanks the Premises shall only be permitted after Landlord has under the following terms and conditions: (i) the layout of both the subleased premises and the remainder of the Premises must comply with applicable laws, ordinances, rules and/or regulations and be reasonably approved by Landlord, including, without limitation, all requirements concerning access and egress; (ii) in the event the subleased premises are separately physically demised from the remainder of the Premises, Tenant shall pay all costs of separately physically demising the subleased premises; and (iii) at any given time, there shall be no more than four (4) subleases in total, and no more than two (2) subleases on any given floor. (H) No subletting or assignment shall relieve Tenant of its written consent to do soprimary obligation as party Tenant hereunder, which consent may be withheld in nor shall it reduce or increase Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or obligations under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesLease.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, provided however in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Net Multi-Tenant Office/Laboratory 1700 Oxxxx/Sirna — Page 20 Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, CONFIDENTIAL - DO NOT COPY Net/Gross Multi-Tenant 500 Arsenal Street/Acusphere, Inc. Office Laboratory - Page 20 without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(sportions) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting of right under Section 12.2 above, whether or not Landlord’s consent is requiredconsented to under Section 12.4 above, Landlord may require: (i) that any the assignee or subtenant agreesublessee agrees directly with Landlord, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly form reasonably satisfactory to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound by all the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose obligations of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingTenant hereunder, including, without limitation: permits; approvals; reports , the obligation to pay the Annual Fixed Rent, Additional Rent, and correspondence; storage other amounts provided for under this Lease (but in the case of a partial subletting pursuant to Section 12.2, such subtenant shall agree on a pro rata basis to be so bound) including the provisions of Sections 12.1 through 12.7 hereof, but such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder, Tenant shall remain fully and management plans; plans relating primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the assignment or the assignee thereunder or the sublease or the subtenant thereunder, as the case may be, and at Landlord's option, upon the termination of the Lease, the assignment or sublease shall be terminated. (B) As Additional Rent, Tenant shall reimburse Landlord promptly for reasonable out of pocket legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting. (C) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect Annual Fixed Rent, Additional Rent, and other charges from the assignee, sublessee or occupant and apply the net amount collected to the installation Annual Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any storage tanks to be installed in this covenant, or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) a waiver of the such documents containing information provisions of Sections 12.1 through 12.7 hereof, or the acceptance of the assignee, sublessee or occupant as a proprietary nature whichtenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) The consent by Landlord to an assignment or subletting under any of the provisions of Sections 12.2 or 12.4 shall in and no wise be construed to relieve Tenant from obtaining the express consent in writing of themselves, do not contain a reference Landlord to any Hazardous Materials further assignment or hazardous activitiessubletting.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and; (ii) A a list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or in, release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials Laboratory 000 Xxxx 00xx Xxxxxx, XX, XX by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities; (iii) that the originally named Tenant herein reaffirm its continuing primary liability under this Lease; and (iv) that the assignee or subtenant remake the representations and warranties of Tenant hereunder as of the effective date of such assignment or subletting.

Additional Conditions. As a condition 10.1 If at any time prior to the Time of Closing: (a) there shall have occurred any material change (as that term is defined pursuant to Securities Legislation) which, in the Agent's opinion, materially impairs the investment quality or marketability of the Offered Shares; (b) there shall develop, occur or come into effect any event of any nature whatsoever or disclosure of any such assignment event which, in the Agent's opinion, has had or sublettingwill have a material adverse effect upon the state of financial markets in Canada such that the offering of the Offered Shares should be withdrawn; (c) if any new or amended Prospectus discloses information which, whether in the Agent's opinion, results at any time prior to the Time of Closing in the Subscribers of a material amount of the Offered Shares exercising their rights under the Securities Legislation to withdraw from or rescind their purchase thereof; (d) an order to cease or halt trading in the Offered Shares or any other securities of the Corporation has been made by the Commissions, the Exchange or any other securities commission, stock exchange or other regulatory authority having jurisdiction over the Corporation and has not Landlord’s consent been rescinded, revoked or with- drawn; (e) there is requiredany material breach or non-performance of any of the covenants, Landlord representations and warranties of the Corporation contained in this Agreement that has not been rectified or remedied to the satisfaction of the Agent, acting reasonably; (f) any inquiry or investigation in relation to the Corporation or the Corporation's directors, officers or insiders (as "insiders" is defined the Securities Legislation) is commenced or threatened by the Commissions, Exchange or any other securities commission, stock exchange or other regulatory authority having jurisdiction over the Corporation; (g) there is any material breach or non-performance by the Corporation of any pro- visions of any order of the Commissions or the Exchange; (h) there is any amendment to Securities Legislation which will, in the Agent's opinion, increase the costs and expenses incurred or to be incurred by the Agent in connection with the offering of Offered Shares, or impose any limitations or restrictions on the exercise of the Agent's Option or on the subsequent trading of the Common Shares acquired, or which may require:be acquired, by the Agent pursuant to the exercise of the Agent's Option; or (i) that any assignee or subtenant agreethe Agent is not satisfied, in writing its sole discretion, with the results of its due diligence review contemplated in Section 7.1 hereof; the Agent shall be entitled, at the time of such assignment or sublettingits option, that if Landlord gives such party notice that Tenant is in default to terminate and cancel its obligations under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any Agreement with no liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the ProjectAgent's part, prior by written notice to that effect given to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to Corporation not later than the installation Time of any storage tanks to be installed in or under Closing. In the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure event of any such tanks. Neither Tenant nor any termination pursuant to the provisions of this Section 10, the Corporation's obligations under this Agreement shall be at an end save and except that the Corporation shall be liable to make payment of such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature whichcosts and expenses provided for in Sections 2.4 and 8 to be payable by the Corporation, as shall previously have been incurred by the Agent and the indemnities contained in Section 9 shall remain in full force and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitieseffect.

Additional Conditions. As a condition to any such assignment or sublettingWithout limitation, whether or not it is agreed that Landlord’s consent shall not be considered unreasonably withheld, conditioned or delayed if: (a) in Landlord’s good faith opinion the proposed Transferee’s financial condition is requirednot adequate for the obligations such Transferee is assuming in connection with the proposed Transfer; (b) in Landlord’s good faith opinion the proposed Transferee’s business or reputation is not suitable for the Property considering the business and reputation of the other tenants and the Property’s profile, or the proposed Transfer would result in a violation of another tenant’s rights under its lease at the Property; (c) the proposed Transferee is a governmental or quasi-governmental entity, agency, department or instrumentality; (d) the proposed Transferee is an occupant of the Property; (e) there is then occurring an Event of Default (or there is then occurring an event which with passage of time or the giving of notice, or both, would constitute an Event of Default) under this Lease; (f) any portion of the Property (including the Premises) would likely become subject to additional or different legal requirements as a consequence of the proposed Transfer; (g) Landlord may require: or its agent have discussed with the proposed Transferee or its agent its need for space at the Property within six (6) months prior to Tenant’s delivery of written notice of the proposed Transfer to Landlord, and Landlord has similar space then available for rent at the Property; (h) intentionally omitted; (i) that the proposed Transfer is not approved of by any assignee mortgagee; U) the proposed Transferee refuses to sign a commercially reasonable subordination and attornment agreement in favor of any Superior Lessor (as hereinafter defined) or subtenant agree, in writing at the time Superior Mortgagee (as hereinafter defined); (k) any guarantor (if any) of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reasonrefuses to approve the proposed Transfer or to execute a written agreement reaffirming the guaranty; provided, however, (I) in no event shall Landlord’s good faith opinion the proposed Transferee’s business will impose a burden on the Common Areas or other facilities serving the Building or the Property that is greater than the burden imposed by Tenant; (m) Landlord has sued or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified been sued by the proposed assignee Transferee or sublessee to be true and correct, which has otherwise been involved in a legal dispute with the proposed assignee Transferee; or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by (n) the proposed assignee or Transfer will result in there being more than one (1) subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesPremises.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (a) All insurance policies shall contain a condition mortgage or loss payee clause naming the Lender and the Borrower as an additional insured or loss payee. (b) In connection with each Loan, Borrower shall cause the Security Agreement to be recorded in the land records in the jurisdiction in which the Project is located. (c) With respect to any such assignment or sublettingconstruction contracts assigned to Lender, whether or not Landlord’s consent is required, Landlord may requireBorrower represents and warrants that: (i) Each copy of any construction contract furnished to Lender is a true and complete copy thereof and that Xxxxxxxx's interest therein is not subject to any assignee claim, setoff or subtenant agreeencumbrance, except as otherwise disclosed to Lender. (ii) Neither this Agreement nor any action by Lender shall constitute an assumption by Lender of any obligations under the construction contracts; and Borrower shall continue to be liable for all obligations of Borrower thereunder, Borrower hereby agreeing to perform all of its obligations under the construction contracts. (iii) Lender shall have the right at any time (but shall have no obligations) to take, in writing its name or in the name of Borrower, such action as Lender may at the any time of such assignment determine to be necessary or subletting, that if Landlord gives such party notice that Tenant is in advisable to cure any default under this Leasethe construction contracts or to protect the rights of Borrower or Lender thereunder. Lender shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid, and Xxxxxxxx agrees to hold Lender free and harmless from any loss, cost, liability or expense (including, without limiting the generality of the foregoing, reasonable attorneys' fees) incurred in connection with any such party action. (iv) Prior to an Event of Default, Borrower shall thereafter make all payments otherwise due Tenant directly have the right to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due exercise its rights as owner under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reasonconstruction contracts; provided, however, in no event Borrower shall Landlord not cancel or its successors amend the construction contracts or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materialsdo, certified by the proposed assignee or sublessee suffer to be true and correctdone, any act which would impair the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from security evidenced by this Agreement without the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesLender.

Additional Conditions. A condition to Landlord's consent to any Transfer of this Lease will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, and, in the case of an assignment, the delivery to Landlord of an agreement executed by the Transferee in form and substance reasonably satisfactory to Landlord, whereby the Transferee assumes and agrees to be bound by all of the terms and provisions of this Lease and to perform all of the obligations of Tenant hereunder. As a condition for granting its consent to any assignment or sublease, Landlord may require that the assignee or sublessee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee or sublesee. As a condition to Landlord's consent to any sublease, such assignment sublease must provide that it is subject and subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any reason, including without limitation a voluntary surrender by Tenant, or subletting, whether in the event of any reentry or not repossession of the Premises by Landlord’s consent is required, Landlord may require: may, at its option, either (i) that any assignee terminate the sublease, or subtenant agree(ii) take over all of the right, title and interest of Tenant, as sublesse under such sublease, in writing at the time of which case such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly sublessee will attorn to Landlord, which payments but that nevertheless Landlord will not (1) be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated liable for any reason; providedprevious act or omission of Tenant under such sublease, however(2) be subject to any defense or offset previously accrued in favor of the sublessee against Tenant, in no event shall Landlord or its successors or assigns (3) be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified bound by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation any previous modification of any storage tanks to be installed in sublease made without Landlord's written consent, or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure previous prepayment by sublessee of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesmore than one month's rent.

Additional Conditions. As (a) In accepting the Award, the Employee acknowledges that: (i) the grant of Option Shares is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Awards, even if Option Shares have been granted repeatedly in the past; (ii) all decisions with respect to future grants of Option Shares, if any, will be at the sole discretion of the Company; (iii) the Employee is voluntarily participating in the Plan; (iv) the Option Shares and the underlying shares of Common Stock are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and which is outside the scope of the Employee’s employment contract, if any; (v) the Option Shares and the underlying shares of Common Stock are not intended to replace any pension rights or compensation; (vi) the Option Shares are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, unfair dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (vii) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination, forfeiture or cancelation of the Option Shares, or diminution in value of the shares of Common Stock acquired under the Plan, resulting from termination of the Employee’s employment by the Company or a condition to Subsidiary (for any such assignment or subletting, reason whatsoever and whether or not Landlordin breach of local labor laws), and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Employee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (viii) in the event of termination of the Employee’s consent employment (whether or not in breach of local labor laws), the Employee’s right to receive the Option Shares and any resulting shares under the Plan, if any, will terminate effective as of the date that the Employee is requiredno longer actively employed and will not be extended by any notice period mandated under local law (e.g., Landlord may require:active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws) the Board shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Award; and (ix) the rights and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover or transfer of liability. (ib) that Neither the Company nor any assignee Subsidiary is providing any tax, legal or subtenant agreefinancial advice, in writing at nor is the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without Company making any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant recommendations regarding participation in the Premises Plan, or on the ProjectEmployee’s acquisition or sale of the underlying shares of Common Stock. The Employee is advised to consult with his or her own personal tax, prior legal and financial advisors regarding participation in the Plan before taking any action related to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesPlan.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this LeaseLease (after the expiration of any applicable notice or cure period), such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting permitted under Section 12.2 above, whether or not Landlord’s consent is requiredconsented to under Section 12.4 above, Landlord may require: (i) that any both Tenant and the assignee or subtenant agree, sublessee agree directly with Landlord in writing at the time of such assignment or subletting, that if a separate written instrument reasonably satisfactory to Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to which contains terms and provisions reasonably required by Landlord, which payments will be received by Landlord including, without any liability except to credit such payment against those due under limitation, the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list agreement of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound by all the proposed assignee obligations of Tenant under this Lease (including any amendments or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingextensions thereof), including, without limitation: permits; approvals; reports , the obligation to pay the Annual Fixed Rent, Additional Rent, and correspondence; storage other amounts provided for under this Lease (but in the case of a partial subletting pursuant to Section 12.2, such subtenant shall agree on a pro rata basis to be so bound) including the provisions of Sections 12.1 through 12.7 hereof, but such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder, Tenant shall remain fully and management plans; plans relating primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the assignment or the assignee thereunder or the sublease or the subtenant thereunder, as the case may be, and at Landlord’s option, upon the termination of the Lease, the assignment or sublease shall be terminated. (B) As Additional Rent, Tenant shall reimburse Landlord promptly for reasonable out of pocket legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting, up to the installation Maximum Cost. For purposes hereof, the “Maximum Cost” shall be $1,500.00 per request in Lease Years 1 through 5; $2,000.00 per request in Lease Years 6 through 10; and increased by $500.00 per request for each five (5) year period thereafter. (C) If this Lease be assigned, Landlord may upon prior notice to Tenant, at any time and from time to time, collect Annual Fixed Rent, Additional Rent, and other charges from the assignee and apply the net amount collected to the Annual Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver of this covenant, or a waiver of the provisions of Sections 12.1 through 12.6 hereof, or the acceptance of the assignee as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) If the Premises or any storage tanks part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time after an Event of Default hereunder and from time to time thereafter while such Event of Default remains uncured, collect all of the rent and other charges due under such sublease from the sublessee or occupant and apply the net amount collected to the Annual Fixed Rent, Additional Rent and other charges herein reserved, but no such subletting, occupancy or collection shall be installed deemed a waiver of this covenant, or a waiver of the provisions of Sections 12.1 through 12.6 hereof, or the acceptance of the sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (E) No assignment or subletting under any of the provisions of Sections 12.2 or 12.4 shall in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. (F) Without limiting Tenant’s obligations under the Project (providedArticle IX, said installation of tanks Tenant shall only be permitted after Landlord has given its written consent to do soresponsible, which consent may be withheld in Landlordat Tenant’s sole cost and absolute discretion); expense, for performing all work necessary to comply with Legal Requirements and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord Insurance Requirements in connection with any portion(s) of the assignment or subletting hereunder including, without limitation, any work in connection with such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials assignment or hazardous activitiessubletting.

Additional Conditions. A condition to Landlord's consent to any --------------------- Transfer of this Lease will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation (provided, however, that Tenant may submit for Landlord's conditional consent the unexecuted but substantially final form of the transfer document in question), and, in the case of an assignment the delivery to Landlord of an agreement executed by the Transferee in form and substance reasonably satisfactory to Landlord, whereby the Transferee assumes and agrees to be bound by all of the terms and provisions of this Lease and to perform all of the obligations of Tenant hereunder. As a condition for granting its consent to any assignment or sublease, Landlord may require that the assignee or sublessee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee or sublessee, except any excess rent to which Tenant may be entitled under Subsection 24(h). As a condition to Landlord's consent to any sublease, such assignment sublease must provide that it is subject and subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any reason, including without limitation a voluntary surrender by Tenant, or subletting, whether in the event of any reentry or not repossession of the Premises by Landlord’s consent is required, Landlord may require: may, at its option, either (i) that any assignee terminate the sublease, or subtenant agree(ii) take over all of the right, title and interest of Tenant, as sublessor, under such sublease, in writing at the time of which case such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly sublessee will attorn to Landlord, which payments but that nevertheless Landlord will not (1) be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated liable for any reason; providedprevious act or omission of Tenant under such sublease, however(2) be subject to any defense or offset previously accrued in favor of the sublessee against Tenant, in no event shall Landlord or its successors or assigns (3) be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified bound by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation any previous modification of any storage tanks to be installed in sublease made without Landlord's written consent, or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure previous prepayment by sublessee of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesmore than one month's rent.

Additional Conditions. As (A) It shall be a condition of the validity of any assignment consented to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or sublettingunder Section 12.4 above, that if both Tenant and the assignee enter into a separate written instrument (“Assignment Consent Agreement”) directly with Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to a form and containing terms and provisions reasonably required by Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports , the agreement of the assignee to be bound by all the obligations of the Tenant hereunder, including, without limitation, the obligation (a) to pay the Annual Fixed Rent, Additional Rent, and correspondence; storage other amounts provided for under this Lease and management plans; plans relating (b) to comply with the provisions of this Article XII. Furthermore, with respect to an assignment as of right under Section 12.2 above which is not a merger with Tenant as the surviving entity, Tenant and such assignee shall enter into an Assignment Consent Agreement promptly following such assignment. It shall be a condition of the validity of any sublease consented to under Section 12.4 above, that both Tenant and the sublessee enter into a separate written instrument (“Sublease Consent Agreement”) directly with Landlord in a form and containing terms and provisions reasonably required by Landlord. Furthermore, with respect to a subletting as of right under Section 12.2 above, Tenant and such sublessee shall enter into a Sublease Consent Agreement in form reasonably satisfactory to Landlord, Tenant and such sublessee promptly following such subletting. Such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder, and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, and at Landlord’s option, upon the termination or expiration of this Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the installation lesser of (i) $1,000.00 (which amount Landlord may increase from time to time by the percentage increase in CPI in effect on the Execution Date to the CPI then in effect at the time of increase), and (ii) reasonable out of pocket legal fees or other expenses incurred by Landlord in connection with such request. (C) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect Annual Fixed Rent, Additional Rent, and other charges from the assignee, sublessee or occupant and apply the net amount collected to the Annual Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or a waiver of the provisions of this Article XII, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) The consent by Landlord to an assignment or subletting under any of the provisions of Sections 12.2 or 12.4 shall in no way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting (except where such consent is not required pursuant to Section 12.2). (E) On or after the occurrence of any storage tanks monetary or material non-monetary Event of Default, Landlord shall be entitled to one hundred percent (100%) of any Assignment/Sublease Profits accruing during the pendency of such Event of Default provided that, if such Event of Default is cured prior to the termination of this Lease, Tenant’s share of any such Assignment/Sublease Profits shall be installed applied as a credit against Annual Fixed Rent or Additional Rent, as applicable, being due and payable hereunder. (F) Without limiting Tenant’s obligations under Article IX, Tenant shall be responsible, at Tenant’s sole cost and expense, for performing all work necessary to comply with Legal Requirements and Insurance Requirements in connection with any assignment or under subletting hereunder including, without limitation, any work in connection with such assignment or subletting. (G) In addition to the Project (providedother requirements set forth in this Lease and notwithstanding any other provision of this Lease, said installation partial sublettings of tanks the Premises shall only be permitted after Landlord has under the following terms and conditions: (i) the layout of both the subleased premises and the remainder of the Premises must comply with applicable laws, ordinances, rules and/or regulations and be reasonably approved by Landlord, including, without limitation, all requirements concerning access and egress; (ii) in the event the subleased premises are separately physically demised from the remainder of the Premises, Tenant shall pay all costs of separately physically demising the subleased premises; and (iii) at any given time, there shall be no more than fifteen (15) subleases in total, and no more than four (4) on any given floor. (H) No subletting or assignment shall relieve Tenant of its written consent to do soprimary obligation as party Tenant hereunder, which consent may be withheld in nor shall it reduce or increase Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or obligations under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesLease.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due to Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to assume solidarity with Tenant, without the benefit of division or discussion, in writing with Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, subject to Section 22(b), in no event shall Landlord or its successors or assigns be obligated to accept such attornmentassignment or subletting; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state provincial and local municipal Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting of right under Rider Paragraph 27.2 above, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or sublettingconsented to under Rider Paragraph 27.4 above, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee agrees directly with Lessor, in form reasonably satisfactory to Lessor, to be true and correct, which bound by all the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose obligations of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingLessee hereunder, including, without limitation: permits; approvals; reports , the obligations to pay the monthly Base Rent, other rent, (including, without limitation, payments for insurance premiums and correspondence; storage real estate taxes), and management plans; plans relating other amounts provided for under this Lease (but in the case of a partial subletting, such sublessee shall agree on a pro rata basis to be so bound) including the installation provisions of Rider Paragraphs 27.1 through 27.7 hereof but such assignment or subletting shall not relieve the Lessee named herein of any storage tanks to be installed of the obligations of the Lessee hereunder, and Lessee shall remain fully and primarily liable thereof. (B) As other rent, Lessee shall reimburse Lessor promptly for reasonable out of pocket legal and other expenses incurred by Lessor in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written connection with any request by Lessor for consent to do soassignment or subletting. (D) The consent by Lessor to an assignment or subletting under any of the provisions of Rider Paragraphs 27.2 or 27.4 shall in no way be construed to relieve Lessee from obtaining the express consent in writing to Lessor to any further assignment or subletting. (E) Lessor shall have no liability to Lessee or to any proposed transferee in damages if it is adjudicated that Lessor's consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of this Lease or other duty to Lessee, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans the proposed transferee or any other documents required by any person on the part of Lessor. In such event, Lessee shall not have the right to terminate this Lease, and all federal, state Lessee's sole remedy shall tie to have the proposed transfer declared valid as if Lessor's consent had been duly and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiestimely given.

Additional Conditions. As a condition If Landlord does not exercise its sublease or termination option and instead approves of the proposed Transfer or sublease pursuant to any Section 12.03, Tenant may enter into the proposed Transfer or sublease with such assignment or subletting, whether or not Landlord’s consent is required, Landlord may requireproposed Transferee subject to the following further conditions: (a) the Transfer or sublease shall be on the same terms set forth in the Transfer Notice and on the form of assignment or sublease previously delivered to and approved by Landlord (if the terms have changed, Tenant must submit a revised Transfer Notice to Landlord and Landlord shall have another thirty (30) days after receipt thereof to make the election in Sections 12.03(a) or 12.03(b) above; (b) no Transfer or sublease shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument affecting the Transfer or sublease has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant's obligations under this Lease (or with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant's obligations applicable to such portion); Tenant shall remain fully liable under this Lease and Tenant shall provide Landlord with a written ratification agreement from each guarantor of this Lease in form and substance satisfactory to Landlord. (c) all Transfer and sublease agreements shall: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default prohibit further Transfers and subleases without Landlord's consent under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reasonSection 12; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list impose the same obligations and conditions on the transferee or subtenant as are imposed on Tenant by this Lease (except as to Rent and term or otherwise agreed by Landlord); (iii) be expressly subject and subordinate to each and every provision of Hazardous Materialsthis Lease; (iv) have a term that expires on or before the expiration of the Term of this Lease; (v) provide that the Tenant and/or Transferee shall pay Landlord the amount of any additional costs or expenses incurred by Landlord for repairs, certified maintenance, or otherwise as a result of any change in the nature of occupancy caused by the proposed assignee transfer or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion)sublease; and all closure plans (vi) contain Tenant's acknowledgment that Tenant remains liable under this Lease notwithstanding the Transfer or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiessublease.

Additional Conditions. A condition to Landlord's consent to any Transfer of this Lease will, be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, and, in the case of an assignment, the delivery to Landlord of an agreement executed by the Transferee in form and substance reasonably satisfactory to Landlord, whereby the Transferee assumes and agrees to be bound by all of the terms and provisions of this Lease and to perform all of the obligations of Tenant hereunder. As a condition for granting its consent to any assignment or sublease, Landlord may require that the assignee or sublessee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee or sublessee. As a condition to Landlord's consent to any sublease, such assignment sublease must provide that it is subject and subordinate to this Lease and to all mortgages; that Landlord may enforce the 31. provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any reason, including without limitation a voluntary surrender by Tenant, or subletting, whether in the event of any reentry or not repossession of the Premises by Landlord’s consent is required, Landlord may require: may, at its option, either (i) that any assignee terminate the sublease, or subtenant agree(ii) take over all of the right, title and interest of Tenant, as sublessor, under such sublease, in writing at the time of which case such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly sublessee will attorn to Landlord, which payments but that nevertheless Landlord will not (1) be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated liable for any reason; providedprevious act or omission of Tenant under such sublease, however(2) be subject to any defense or offset previously accrued in favor of the sub lessee against Tenant, in no event shall Landlord or its successors or assigns (3) be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified bound by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation any previous modification of any storage tanks to be installed in sublease made without Landlord's written consent, or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure previous prepayment by sublessee of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesmore than one month's rent.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature whichthat, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s 's consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s 's sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(sportions) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting consented to under Section 12.4 above, whether or not Landlord’s consent is requiredany assignment or subletting of right under Section 12.5 above, Landlord may require: (i) that any both Tenant and the assignee or subtenant agree, sublessee enter into a separate written instrument directly with Landlord in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to a form and containing terms and provisions reasonably required by Landlord, which payments will be received by Landlord including, without any liability except to credit such payment against those due under limitation, the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list agreement of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound directly to Landlord for all the proposed assignee obligations of the Tenant under this Lease (including any amendments or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingextensions thereof), including, without limitation: permits; approvals; reports , the obligation (a) to pay the rent and correspondence; storage other amounts provided for under this Lease (but in the case of a partial subletting pursuant to Section 12.5, such subtenant shall agree on a pro rata basis to be so bound) and management plans; plans relating (b) to comply with the installation provisions of Article XII hereof and (c) to indemnify the “Landlord Parties” (as defined in Section 13.13) as provided in Section 13.1 hereof. Such assignment or subletting shall not relieve the Tenant named herein of any storage tanks to of the obligations of the Tenant hereunder and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be installed in joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or under the Project (providedsubtenant thereunder, said installation of tanks shall only be permitted after Landlord has given its written consent to do soas the case may be, which consent may be withheld in and at Landlord’s sole option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and absolute discretion); and all closure plans Landlord or any other documents required by any and all federalreason), state and local Governmental Authorities the sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for any storage tanks installed in, on or under the Project for the closure Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the sum of (i) $1,000.00 and/or (ii) reasonable out of pocket legal fees or other expenses incurred by Landlord in connection with such tanks. Neither Tenant nor request. (C) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such proposed assignee assignment, subletting, occupancy or subtenant is requiredcollection shall be deemed a waiver of this covenant, however, to provide Landlord with any portion(s) or a waiver of the such documents containing information provisions of Article XII hereof, or the acceptance of the assignee, sublessee or occupant as a proprietary nature whichtenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) The consent by Landlord to an assignment or subletting under Section 12.4 above, or the consummation of an assignment or subletting of right under Section 12.5 above, shall in and no way be construed to relieve Tenant from obtaining the express consent in writing of themselves, do not contain a reference Landlord to any Hazardous Materials further assignment or hazardous activitiessubletting.

Additional Conditions. A condition to Landlord's consent to any Transfer of this Lease will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, and, in the case of an assignment, the delivery to Landlord of an agreement executed by the Transferee in form and substance reasonably satisfactory to Landlord, whereby the Transferee assumes and agrees to be bound by all of the terms and provisions of this Lease and to perform all of the obligations of Tenant hereunder. As a condition for granting its consent to any assignment, Landlord may require that the assignee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee. As a condition to Landlord's consent to any sublease, such assignment sublease must provide that it is subject and subordinate to this Lease and to all mortgages; that Landlord may enforce the provisions of the sublease, including collection of rent; that in the event of termination of this Lease for any reason, including without limitation a voluntary surrender by Tenant, or subletting, whether in the event of any reentry or not repossession of the Premises by Landlord’s consent is required, Landlord may require: may, at its option, either (i) that any assignee terminate the sublease, or subtenant agree(ii) take over all of the right, title and interest of Tenant, as sublessor, under such sublease, in writing at the time of which case such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly sublessee will attorn to Landlord, which payments but that nevertheless Landlord will not (1) be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated liable for any reason; providedprevious act or omission of Tenant under such sublease, however(2) be subject to any defense or offset previously accrued in favor of the sublessee against Tenant, in no event shall Landlord or its successors or assigns (3) be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified bound by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation any previous modification of any storage tanks to be installed in sublease made without Landlord's written consent, or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure previous prepayment by sublessee of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activitiesmore than one month's rent.

Additional Conditions. As This Note is secured by, among other things, a condition Deed of Trust, Security Agreement and Fixture Filing (the “Deed of Trust”) and by an Assignment of Leases, Rents and Profits (the “Assignment”) of even date herewith, encumbering certain property described therein (collectively, the “Property”). The Deed of Trust and the Assignment contain terms and provisions which provide grounds for acceleration of the Loan evidenced by this Note, together with additional remedies in the event of default hereunder or thereunder. Failure on the part of Lender to exercise any such assignment right granted herein or subletting, whether in the Deed of Trust or the Assignment or any other Loan Document shall not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time constitute a waiver of such assignment right, or sublettingpreclude Xxxxxx’s subsequent exercise and enforcement thereof. This Note, that the Deed of Trust, the Assignment and all other documents and instruments executed as further evidence of, as additional security for, or executed in connection with, the Loan evidenced by this Note are hereinafter collectively referred to as the “Loan Documents.” Except as otherwise provided herein, all parties to this Note, including endorsers, sureties and guarantors, if Landlord gives such party any, hereby jointly and severally waive presentment for payment, demand, protest, notice that Tenant is in default under of protest, notice of demand, notice of nonpayment, notice of dishonor, notice of intent to accelerate the maturity of this LeaseNote, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under notice of acceleration of the Leasematurity of this Note, and any such third party shall and all other notices and demands whatsoever, and agree to attorn remain bound hereby until the principal, interest and all other obligations arising under this Note are paid in full, notwithstanding any extensions of time for payment which may be granted by Xxxxxx, even though the period of extension be indefinite, and notwithstanding any inaction by, or failure to Landlord assert any legal rights available to Lender pursuant to the terms and conditions of this Note. If the obligations evidenced by this Note, or its successors and assigns should this Lease any part thereof, are placed in the hands of an attorney or other person for collection, whether by suit or otherwise, at any time, or from time to time, Borrower shall be terminated for any reason; provided, howeverliable to Lender, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materialseach instance, certified by the proposed assignee or sublessee to be true for all costs and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate expenses incurred in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingconnection therewith, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project , Reasonable Attorneys’ Fees (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretionas hereinafter defined); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, . Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. The provisions of this cause (ii) shall not apply if the Proposed Use of the proposed assignee or sublicense is purely an office use at the time of the proposed assignment or sublease.

Additional Conditions. As (A) It shall be a condition to of the validity of any such assignment or sublettingsubletting permitted under Section 12.2 above, whether or not Landlord’s consent is requiredconsented to under Section 12.4 above, Landlord may require: (i) that any both Tenant and the assignee or subtenant agree, sublessee agree directly with Landlord in writing at the time of such assignment or subletting, that if a separate written instrument reasonably satisfactory to Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to which contains terms and provisions reasonably required by Landlord, which payments will be received by Landlord including, without any liability except to credit such payment against those due under limitation, the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list agreement of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which bound by all the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose obligations of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or sublettingTenant hereunder, including, without limitation: permits; approvals; reports , the obligation to pay the Annual Fixed Rent, Additional Rent, and correspondence; storage and management plans; plans relating other amounts provided for under this Lease (but in the case of a partial subletting pursuant to Section 12.2, such subtenant shall agree on a pro rata basis to be so bound) including the installation provisions of Sections 12.1 through 12.7 hereof, but such assignment or subletting shall not relieve the Tenant named herein of any storage tanks to of the obligations of the Tenant hereunder, Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be installed in joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the assignment or under the Project (providedassignee thereunder or the sublease or the subtenant thereunder, said installation of tanks shall only be permitted after Landlord has given its written consent to do soas the case may be, which consent may be withheld in and at Landlord’s sole option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and absolute discretion); and all closure plans Landlord or any other documents required by any and all federalreason), state and local Governmental Authorities the assignment or sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for any storage tanks installed in, on or under the Project for the closure Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the sum of (i) $1,000.00 and/or (ii) reasonable out of pocket legal fees or other expenses incurred by Landlord in connection with such tanks. Neither request. (C) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at any time and from time to time, collect Annual Fixed Rent, Additional Rent, and other charges form the assignee, sublessee or occupant and apply the net amount collected to the Annual Fixed Rent, Additional Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or a waiver of the provisions of Sections 12.1 through 12.7 hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant nor from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) No assignment or subletting under any such proposed assignee of the provisions of Sections 12.2 or subtenant is required12.4 shall in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. (E) Without limiting Tenant’s obligations under Article IX, howeverTenant shall be responsible, at Tenant’s sole cost and expense, for performing all work necessary to provide Landlord comply with Legal Requirement and Insurance Requirement in connection with any portion(s) of the assignment or subletting hereunder including, without limitation, any work in connection with such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials assignment or hazardous activitiessubletting.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, however in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.