Common use of Assigning and Subletting Clause in Contracts

Assigning and Subletting. Except as provided herein, TENANT shall not assign this Lease or any interest therein without the prior written consent of LANDLORD. Such consent shall not be unreasonably withheld, conditioned or delayed provided that (a) TENANT remains liable for all payments and other obligations under this Lease, (b) TENANT is not at the time of such assignment, letting or subletting in default under this Lease beyond applicable periods of notice and cure, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT shall have the right to assign this Lease to any entity which is formed as a result of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transaction.

Assigning and Subletting. Except as provided herein, TENANT Tenant shall not assign assign, sublet, mortgage, pledge or encumber this Lease Lease, the Premises, or any interest therein in the whole or in any portion thereof, directly or indirectly, without the prior written consent of LANDLORD. Such Landlord, which consent shall not be unreasonably withheld, conditioned or delayed provided that delayed. In the event of any assignment, sublease, mortgage, pledge or encumbrance, Tenant shall: (ai) TENANT remains remain primarily liable for the performance of all payments and other obligations under terms of this Lease, (bii) TENANT is not at the time of pay all reasonable costs, including without limitation, attorney's fees, incurred by Landlord in connection with such assignment, letting sublease or subletting in default under this Lease beyond applicable periods of notice and curemortgage, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (fiii) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, pay to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a Landlord fifty percent (50%) interestof any rental or any fees or charges received by Tenant (less the actual, an entity which owns reasonable expenses incurred by Tenant in connection with such reletting as evidenced by written receipts thereof) in excess of the Annual Rental payable to Landlord hereunder as further rental under this Lease. Landlord's consent to one assignment or controls sublease will not waive the requirement of its consent to any subsequent assignment or sublease as required herein. Upon notice to Landlord of a fifty percent proposed sublease or assignment of all or any portion of the Premises for the balance of the Term (50%) interest in TENANTthe "Proposed Space"), or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT Landlord shall have the right option within fifteen (15) days after its receipt of such notice, to assign terminate this Lease with respect to the Proposed Space, whereupon the parties hereto shall have no further rights or liabilities with respect to the Proposed Space except as otherwise expressly set forth herein. Tenant may assign or sublet all or any portion of the Premises upon ten (10) days advance written notice to Landlord (but without Landlord's consent), to an entity controlled by Tenant or which is formed as controls Tenant or in connection with a result of a merger or consolidation involving TENANTmerger, consolidation, corporate reorganization, or an entity which acquires a sale of all or substantially all of the assets of TENANT, without further consent from the LANDLORDits assets, provided that the surviving new controlling entity following such merger has a consolidated net worth greater than or consolidation or equal to Tenant's consolidated net worth at the entity which acquires all time of the assets proposed transfer. In the event of TENANT has, following the consummation a proposed assignment of such transaction, this Lease or subletting of all or a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD part of the occurrence Premises, Tenant shall submit to Landlord, in writing, (i) the name of any such transaction and shall provide LANDLORDthe proposed assignee or sublessee, upon its written request(ii) current financial statements, with any reasonable additional information requested by LANDLORD in connection with such transaction.if any, available to Tenant disclosing the financial condition of the proposed assignee or subtenant,

Assigning and Subletting. Except as provided herein, TENANT Tenant shall not assign this Lease nor sublet the Premises or any interest therein part thereof, without in each case the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion. Notwithstanding the foregoing, Tenant may assign or sublease this Lease to an affiliated entity provided however such assignment or sublease shall not relieve Tenant from primary liability for the performance of Tenant’s obligations under this Lease. Tenant shall not permit any business to be operated in or from the Premises by any concessionaire or licensee without the prior written consent of LANDLORDLandlord, which consent Landlord may withhold in its sole discretion. Such In the event Tenant shall request Landlord’s consent to an assignment of this Lease or subletting of the Premises, Tenant shall pay Landlord, as a condition to obtaining Landlord’s consent the reasonable costs and expenses incurred by Landlord to review and/or prepare documents in connection with such assignment or sublease not be unreasonably withheldto exceed Five Hundred and 00/100 Dollars ($500.00) per request, conditioned regardless of whether such assignment or delayed provided that (a) TENANT remains liable sublease is consummated by Tenant. No consent by Landlord shall operate to relieve Tenant from primary liability for all payments and other the performance of Tenant’s obligations under this Lease. Any sale, assignment, bequest, inheritance, transfer or other disposition of the ownership of Tenant’s entity which shall result in a change in the effective control of Tenant including, without limitation, the sale of (a) stock in a corporate tenant, (b) TENANT is not at the time of such assignmentpartnership interests in a partnership tenant, letting or subletting in default under this Lease beyond applicable periods of notice and cure, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting member interests in a particular instance limited liability company tenant shall be deemed to be a waiver an assignment of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, without LANDLORD'S requiring Landlord’s prior written consent. Furthermore, TENANT shall have the right to assign this Lease to any entity which is formed as a result of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transaction.

Assigning and Subletting. Except as provided herein, TENANT Tenant shall not assign assign, sublet, mortgage, pledge or encumber this Lease Lease, the Premises, or any interest therein in the whole or in any portion thereof, directly or indirectly, without the prior written consent of LANDLORD. Such Landlord, which consent shall not be unreasonably withheldwithheld or delayed. In the event of any assignment, conditioned sublease, mortgage, pledge or delayed provided that encumbrance, Tenant shall: (ai) TENANT remains remain primarily liable for the performance of all payments and other obligations under terms of this Lease, (bii) TENANT is not at the time of pay all reasonable costs, including without limitation, attorney’s fees, incurred by Landlord in connection with such assignment, letting sublease or subletting mortgage, and (iii) pay to Landlord one-half (1/2) of any rental or any fees or charges received by Tenant in default excess of the Annual Rental payable to Landlord hereunder as further rental under this Lease beyond applicable periods of notice and cure, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the Lease. Landlord’s consent to one assignment or sublease is specifically by will not waive the requirement of its terms made subject to this Lease and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning subsequent assignment or subletting in sublease as required herein. Upon notice to Landlord of a particular instance shall be deemed to be a waiver proposed sublease or assignment of all or any portion of the obligation to obtain LANDLORD'S approval Premises (in the case excess of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a fifty percent (50%) interestof the rentable square footage of the Premises) for the balance of the Term (the “Proposed Space”), an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT Landlord shall have the right option within fifteen (15) days after its receipt of such notice, to terminate this Lease with respect to the Proposed Space, whereupon the parties hereto shall have no further rights or liabilities with respect to the Proposed Space except as otherwise expressly set forth herein. In the event of a proposed assignment of this Lease or subletting of all or a part of the Premises, Tenant shall submit to Landlord, in writing, (i) the name of the proposed assignee or sublessee, (ii) current financial statements, if any, available to Tenant disclosing the financial condition of the proposed assignee or subtenant, (iii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises (any assignment or subletting being subject to restrictions on use contained in this Lease, the violation of which by the proposed assignee or sublessee shall constitute absolute grounds for Landlord’s denial of the requested assignment or subletting, such grounds not being the exclusive grounds for denial under clause (iii)) and (iv) the proposed commencement date of the assignment or subletting, together with a copy of the proposed assignment or sublease. Within fifteen (15) days after its receipt of such notice, Landlord shall either approve or disapprove such proposed assignment or sublease in writing or give Tenant notice of its election to terminate this Lease with respect to the Proposed Space (as hereinabove described). Landlord’s failure to notify Tenant within such fifteen (15) day period shall be deemed an approval of such proposal. Notwithstanding anything in this Lease to the contrary, Tenant further agrees that any assignment or sublease shall be subject to the following additional limitations: (i) in no event may Tenant assign this Lease or sublet all or any portion of the Premises to any an existing Tenant of the Business Park or its subtenant or assignee (unless Landlord consents to such assignment or sublease, such consent not to be unreasonably withheld); (ii) in no event shall the proposed subtenant or assignee be a person or entity which with whom Landlord or its agent is formed as a result of a merger negotiating and to or consolidation involving TENANTfrom whom Landlord, or an entity its agent, has given or received any written or oral proposal within the past six (6) months regarding a lease of space in the Business Park; and (iii) Tenant shall not publicly advertise the rate for which acquires substantially Tenant is willing to sublet the Premises; and all public advertisements of the assets assignment of TENANTthe Lease or sublet of the Premises, without further consent or any portion thereof, shall be subject to prior written approval by Landlord, such approval not to be unreasonably withheld or delayed. Said public advertisement shall include, but not be limited to, the placement or display of any signs or lettering on the exterior of the Premises or on the glass or any window or door of the Premises or in the interior of the Premises if it is visible from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactionexterior.

Assigning and Subletting. Except as provided hereinA. Tenant covenants and agrees for Tenant and its successors, TENANT shall not assign assigns, and legal representatives that neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law, or otherwise), and that neither the Demised Premises, nor any interest therein part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of LANDLORD. Such consent shall not be unreasonably withheldLandlord in every case; provided, conditioned however, that, if Tenant is a corporation, the assignment or delayed provided that (a) TENANT remains liable for all payments and other obligations under transfer of this Lease, and the term and estate hereby granted, to any corporation into which Tenant is merged (bsuch corporation being hereinafter in this Article called "Assignee") TENANT is not at or to an affiliate or subsidiary of Tenant or to principals of Tenant without the time of such assignment, letting or subletting in default under this Lease beyond applicable periods of notice and cure, (c) LANDLORD has received 10 business days' prior written notice consent of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD Landlord shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall not be deemed to be a waiver prohibited hereby if, and upon the express condition that, Assignee shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby Assignee shall assume and agree to perform and to be personally bound by and upon, all the covenants, agreements, terms, provisions, and conditions set forth in this Lease on the part of Tenant to be performed, so that the Assignee shall assume jointly and severally with the Assignor the performance of Tenant's obligations hereunder, and whereby Assignee shall expressly agree that the provisions of this Article shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers and provided such Assignee shall prove to the satisfaction of Landlord that its net worth is at least equal to that of Tenant as of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT shall have the right to assign this Lease to any entity which is formed as a result of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactiondate hereof.

Assigning and Subletting. Except as provided hereinA. Subject to any provisions of this Article 9 to the contrary, TENANT Tenant shall not assign this Lease or any interest therein not, without the prior written consent of LANDLORDthe Landlord, (i) assign, convey or mortgage this Lease or any interest hereunder; (ii) permit to occur or permit to exist any assignment of this Lease or any lien upon Tenant's interest, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; or (iv) permit the use of the premises by any parties other than Tenant and its employees. Such Any such action on the part of Tenant shall be void and of no effect. There shall be no partial assignment of Tenant's interest in this Lease. The term "sublease" and all words derived therefrom, as used in this Article 9 shall include any subsequent sublease or assignment of such sublease and any other interest arising under such sublease. Landlord's consent to any assignment, subletting or transfer, or Landlord's election to accept any assignee, subtenant or transferee as the Tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not be unreasonably withheld, conditioned release Tenant or delayed provided that (a) TENANT remains liable for all payments and other any subsequent Tenant from any covenant or obligations under this Lease, (b) TENANT is not at the time of such assignment, letting or subletting in default under this Lease beyond applicable periods of notice and cure, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no Landlord's consent to any assigning assignment, subletting or subletting in a particular instance transfer shall be deemed to be not constitute a waiver of Landlord's right to withhold its required consent to any future assignment, subletting or transfer. Landlord may condition its consent upon execution of the obligation to obtain LANDLORD'S approval subtenant or assignee of an instrument confirming such restrictions on future subleasing or assignment and joining in the case waivers and indemnities made by Tenant hereunder insofar as such waivers and indemnee relate to the Premises being subleased. Without limitation of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right Tenant agrees to assign this Lease to an entity in which TENANT owns at least a fifty percent (50%) interestindemnify and defend Landlord, an entity which owns its employees, agents and their officers and partners harmless from and against claims made by any broker or controls a fifty percent (50%) interest in TENANT, finder for commission or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT shall have the right to assign this Lease to any entity which is formed as a result of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD fee in connection with such transactionany subleasing or assignment by Tenant or any subtenant or assignee of Tenant.

Assigning and Subletting. Except as provided hereinA. Tenant covenants and agrees for Tenant and its successors,assigns, TENANT shall not assign and legal representatives that neither this Lease nor the term andestate hereby granted, nor any part hereof or thereof, will be assigned,mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily,involuntarily, by operation of law, or otherwise), and that neither the DemisedPremises, nor any interest therein part thereof, will be encumbered in any manner by reason ofany act or omission on the part of Tenant, or will be used or occupied, orpermitted to be used or occupied, or utilized for desk space or for mailingprivileges or as a concession, by anyone other than Tenant, or for any purposeother than as hereinbefore set forth, or will be sublet, without the priorwritten consent of Landlord in every case; provided, however, that, if Tenant isa corporation, the assignment or transfer of this Lease, and the term and estatehereby granted, to any corporation into which Tenant is merged (such corporationbeing hereinafter in this Article called "Assignee") or to an affiliate orsubsidiary of Tenant or to principals of Tenant without the prior written consent writtenconsent of LANDLORD. Such consent Landlord shall not be unreasonably withheld, conditioned or delayed provided that (a) TENANT remains liable for all payments and other obligations under this Lease, (b) TENANT is not at the time of such assignment, letting or subletting in default under this Lease beyond applicable periods of notice and cure, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed to be a waiver prohibited hereby if, and upon theexpress condition that, Assignee shall promptly execute, acknowledge, anddeliver to Landlord an agreement in form and substance satisfactory to Landlordwhereby Assignee shall assume and agree to perform and to be personally bound byand upon, all the covenants, agreements, terms, provisions, and conditions setforth in this Lease on the part of Tenant to be performed, so that the Assigneeshall assume jointly and severally with the Assignor the performance of Tenant'sobligations hereunder, and whereby Assignee shall expressly agree that theprovisions of this Article shall, notwithstanding such assignment or transfer,continue to be binding upon it with respect to all future assignments andtransfers and provided such Assignee shall prove to the satisfaction of Landlordthat its net worth is at least equal to that of Tenant as of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT shall have the right to assign this Lease to any entity which is formed as a result of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactiondate hereof.

Assigning and Subletting. Except as provided herein, TENANT Lessee shall not assign assign, sublet, mortgage, pledge or encumber this Lease Lease, the Premises, or any interest therein in the whole or in any portion thereof, without the prior written consent of LANDLORDLessor, the determination as to which the judgment of Lessor shall be conclusive. Such consent shall not be unreasonably withheld, conditioned or delayed provided that (a) TENANT remains liable for all payments and other obligations under this Lease, (b) TENANT is not at the time of If Lessee makes any such assignment, letting mortgage, sublease or subletting in default under pledge with Lessor's written consent, Lessee will still remain primarily liable for the performance and observation of all of the terms of this Lease beyond applicable periods required to be observed or performed by the Lessee hereunder. Lessor shall have the option, in its sole discretion, to terminate this Lease effective as of notice and cure, (c) LANDLORD has received 10 business days' prior written notice the proposed effective date of the assignment or subleasesubletting, by giving Lessee written notice thereof within thirty (d30) LANDLORD receives days after Lessor's receipt of said notice from Lessee (in the event Lessee shall propose to sublet only a true copy portion of the assignment documentPremises, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD Lessor shall have the right, without establishing priority and without relieving TENANT additional option to terminate this Lease as to that portion of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed Premises proposed to be a waiver of the obligation sublet). Should Lessor not elect to obtain LANDLORD'S approval so terminate this lease in the case of connection with any other assignment proposed subletting or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached heretoassignment, such Leasehold Mortgage Protections Lessor shall control. Notwithstanding the foregoing, TENANT shall continue to have the right to assign this Lease disapprove same. Upon any subletting or assignment by Lessee without Lessor's written consent, any renewal options, expansion options, and/or rights of first refusal granted herein shall become null and void. Consent by Lessor to an entity one or more assignments or sublettings shall not operate as a waiver of Lessor's rights as to any subsequent assignments or sublettings. Lessor understands that on or after the date hereof Lessee is granting or will grant to The Chase Manhattan Bank and certain other banks a security interest in, among other things, all of Lessee's Documents, Equipment, General Intangibles, Instruments and Inventory (as each of those terms is defined in which TENANT owns at least the Uniform Commercial Code) as collateral for Lessee's guarantee of the obligations of Aftermarket Technology Corp. under that certain Revolving Credit Agreement dated as of February 14, 1997 among such banks and Aftermarket Technology Corp. (as the same may be amended or replaced from time to time) and Lessor hereby consents to the granting of such security interest to the extent that it constitutes a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) security interest in TENANTthis Lease, the Premises or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT shall have any interest in the right to assign this Lease to whole or in any entity which is formed as a result of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactionportion thereof.

Assigning and Subletting. Except as provided herein, TENANT Tenant shall not assign voluntarily or involuntarily assign, convey, mortgage, encumber or otherwise transfer this Lease or any interest therein hereunder, nor shall Tenant allow any transfer hereof or any lien upon Tenant’s interest hereunder by operation of law or otherwise, nor shall Tenant sublet the Leased Premises or any part thereof, or permit the use or occupancy of the Leased Premises or any part thereof by any person or entity other than Tenant, without the prior written consent of LANDLORDLandlord. Such consent If Landlord consents to any of the foregoing, the same shall not be unreasonably withheldbinding upon Landlord until Tenant executes a document agreeing to remain liable under the terms of this Lease, conditioned and Tenant’s assignee, subtenant or delayed provided other occupant executes an agreement acceptable to Landlord, in Landlord’s sole and absolute determination, whereby such assignee, subtenant or other occupant agrees to comply with all the terms, provisions and conditions of this Lease and to be bound to Landlord for the performance thereof as if such assignee, subtenant or other occupant had originally executed this Lease. Except in the instance of an assignment to an Affiliate, any corporation or person to whom Tenant sells substantially all of its assets, any entity with which Tenant merges or consolidates, Tenant’s Franchisor or to a qualified franchisee of Tenant’s Franchisor, in accordance with the preceding paragraph, prior to any request for consent by Tenant to assign, convey, mortgage, encumber or otherwise transfer any part or the whole of the Leased Premises, Tenant shall, by written notice and without charge of any kind, offer the return of the Leased Premises to Landlord. Landlord, within Sixty (60) days of receipt of said written notice, shall have the option to reject said offer or to accept the return of the Leased Premises without further liability upon Tenant as to the terms of this Lease. Any consent by Landlord shall not constitute a waiver of the necessity for such consent to any subsequent assignment, sublease, conveyance, mortgage, encumbrance or other transfer of this Lease or any interest hereunder, or as allowing any transfer hereof or any lien upon Tenant’s interest hereunder by operation of law or otherwise, or as permitting the use or occupancy of the Leased Premises or any part thereof by any person or entity other than Tenant, nor does it constitute a waiver of Landlord’s right to accept the Leased Premises as set forth hereinabove. If Tenant assumes this Lease and proposes to assign the same pursuant to the provisions of the United States Bankruptcy Code to any person or entity who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of such proposed assignment shall be given to Landlord by Tenant no later than twenty (20) days after receipt by Tenant, but in any event no later than Ten (10) days prior to the date that Tenant shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption. Such notice shall set forth (a) TENANT remains liable the name and address of such person, (b) all the terms and conditions of such offer, and (c) adequate assurance of future performance by such person under the Lease, including, without limitation, the assurance referred to in Section 365(b)(3) of the Bankruptcy Code. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for all payments the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which would otherwise be payable by Tenant out of the consideration to be paid by such other person with respect to the assignment of this Lease. Xxxxxx Crossing 12 Fast Casual Concepts, Inc. Butler, PA September 6, 2019 The term “adequate assurance of future performance” as used in this Lease shall mean that any proposed assignee shall, among other things, (a) deposit with Landlord on the assumption of this Lease an amount equal to Six (6) times the monthly fixed Minimum Rent installment then applicable as security for the faithful performance and other observance by such assignee of the terms and obligations under of this Lease, (b) TENANT is not at if and to the time extent available, furnish Landlord with financial statements of such assignmentassignee for the prior three (3) fiscal years, letting or subletting in default under this Lease beyond applicable periods of notice as finally determined after an audit and curecertified as correct by a certified public accountant, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD which financial statements shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT shall have the right to assign this Lease to any entity which is formed as a result of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, show a net worth of an amount equal to or greater than that Thirty-Six (36) times the monthly Minimum Rent then applicable, and (c) provide such other information or take such action as Landlord, in its reasonable judgment, shall determine is necessary to provide adequate assurance of TENANT immediately prior the performance by such assignee of its obligations under this Lease. Notwithstanding anything to such transaction. While no LANDLORD consent is required for transactions described above the contrary in this subparagraphLease, TENANT any rights and options of first offer, refusal, renewal or extension granted to Tenant shall promptly notify LANDLORD be personal to the Tenant named herein and shall be deemed null and void in the event of any assignment of this Lease or sublease of any portion of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactionLeased Premises.

Assigning and Subletting. Except as provided hereinSECTION 1. NO ASSIGNING OR SUBLETTING TENANT will not, TENANT shall not assign voluntarily, involuntarily or by operation of law, assign, sell, mortgage, pledge or in any manner transfer this Lease lease or any interest therein without (all of which shall be deemed to constitute an assignment for purposes of this lease), nor sublet the prior written consent PREMISES or any part thereof, nor license concessions nor lease departments In the PREMISES (all of LANDLORDwhich shall be deemed to constitute a sublease for purposes of this lease), notwithstanding any references herein to assignees, sublessees or other persons. Such consent shall not be unreasonably withheldXXXXXXXX has entered into this lease with TENANT in order to obtain for the benefit of the entire Shopping Center the unique attraction of TENANT'S trade name, conditioned or delayed provided that (a) TENANT remains liable for all payments merchandising mix and other obligations under this Leasethe product line associated with TENANT'S business as described in Article 8, (b) TENANT is not at Sections 1 and 2, respectively, and the time of such assignment, letting prohibition on assignment or subletting or the like provided for In this Article 11 is expressly agreed to by TENANT as an Inducement to LANDLORD to enter into this lease. In the event of a purported subletting of all or any part of said PREMISES or purported assignment of this lease, it is mutually agreed that TENANT will nevertheless remain fully and primarily liable under the terms, covenants and conditions of this lease. At LANDLORD'S election, LANDLORD may consider any purported subletting or assignment a default and elect any remedies provided in default under Article 12. If this Lease beyond applicable periods lease is assigned or if the PREMISES or any part thereof be subleased or occupied by anybody other than TENANT in contravention of notice and curethis lease, (c) LANDLORD has received 10 business days' prior written notice of the assignment or subleasemay, (d) LANDLORD receives a true copy of the assignment documentnevertheless, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental sublessee or additional payments hereunder, to collect rentals directly from the subtenant. No subletting occupant any Rent payable by TENANT shall in any way impair under this lease and apply the continuing primary liability amount collected to Rent herein reserved, but such election by LANDLORD will not be deemed an acceptance of the assignee, sublessee or occupant as TENANT nor a release of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that from performance under this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT shall have the right to assign this Lease to any entity which is formed as a result of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactionlease.

Assigning and Subletting. Except as provided herein, TENANT Tenant shall not assign assign, sublet, mortgage, pledge or encumber this Lease Lease, the Premises, or any interest therein in the whole or in any portion thereof, directly or indirectly, without the prior written consent of LANDLORD. Such Landlord, which consent shall not be unreasonably withheld, conditioned or delayed provided that delayed. In the event of any assignment, sublease, mortgage, pledge or encumbrance, Tenant shall: (ai) TENANT remains remain primarily liable for the performance of all payments and other obligations under terms of this Lease, (bii) TENANT is not at the time of pay all reasonable costs, including without limitation, attorney's fees, incurred by Landlord in connection with such assignment, letting sublease or subletting in default under this Lease beyond applicable periods of notice and curemortgage, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (fiii) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, pay to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a Landlord fifty percent (50%) interestof any rental or any fees or charges received by Tenant (less the actual, an entity which owns reasonable expenses incurred by Tenant in connection with such reletting as evidenced by written receipts thereof) in excess of the Annual Rental payable to Landlord hereunder as further rental under this Lease. Landlord's consent to one assignment or controls sublease will not waive the requirement of its consent to any subsequent assignment or sublease as required herein. Upon notice to Landlord of a fifty percent proposed sublease or assignment of all or any portion of the Premises for the balance of the Term (50%) interest in TENANTthe "Proposed Space"), or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT Landlord shall have the right option within fifteen (15) days after its receipt of such notice, to assign terminate this Lease with respect to the Proposed Space, whereupon the parties hereto shall have no further rights or liabilities with respect to the Proposed Space except as otherwise expressly set forth herein. Tenant may assign or sublet all or any portion of the Premises upon ten (10) days advance written notice to Landlord (but without Landlord's consent), to an entity controlled by Tenant or which is formed as controls Tenant or in connection with a result of a merger or consolidation involving TENANTmerger, consolidation, corporate reorganization, or an entity which acquires a sale of all or substantially all of the assets of TENANT, without further consent from the LANDLORDits assets, provided that the surviving new controlling entity following such merger has a consolidated net worth greater than or consolidation or equal to Tenant's consolidated net worth at the entity which acquires all time of the assets proposed transfer. In the event of TENANT hasa proposed assignment of this Lease or subletting of all or a part of the Premises, following Tenant shall submit to Landlord, in writing, (i) the consummation name of the proposed assignee or sublessee, (ii) current financial statements, if any, available to Tenant disclosing the financial condition of the proposed assignee or subtenant, (iii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises (any assignment or subletting being subject to restrictions on use contained in this Lease, the violation of which by the proposed assignee or sublessee shall constitute absolute grounds for Landlord's denial of the requested assignment or subletting, such grounds not being the exclusive grounds for denial under clause (iii)) and (iv) the proposed commencement date of the assignment or subletting, together with a copy of the proposed assignment or sublease. Within fifteen (15) days after its receipt of such transactionnotice, Landlord shall either approve or disapprove such proposed assignment or sublease in writing or give Tenant notice of its election to terminate this Lease with respect to the Proposed Space (as hereinabove described). Notwithstanding anything in this Lease to the contrary, Tenant further agrees that any assignment or sublease shall be subject to the following additional limitations: (i) in no event may Tenant assign this Lease or sublet all or any portion of the Premises to an existing Tenant of the Business Park or its subtenant or assignee (unless Landlord consents to such assignment or sublease); (ii) in no event shall the proposed subtenant or assignee be a net worth equal person or entity with whom Landlord or its agent is negotiating and to or greater than that from whom Landlord, or its agent, has given or received any written oral proposal within the past six (6) months regarding a lease of TENANT immediately prior space in the Business Park; and (iii) Tenant shall not publicly advertise the rate for which Tenant is willing to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraphsublet the Premises, TENANT shall promptly notify LANDLORD and all public advertisements of the occurrence assignment of the Lease or sublet of the Premises; and all public advertisements of the assignment of the Lease or sublet of the Premises, or any portion thereof, shall be subject to prior written approval by Landlord, such transaction and approval not to be unreasonably withheld or delayed. Said public advertisement shall provide LANDLORDinclude, upon its written requestbut not be limited to, with the placement or display or any reasonable additional information requested by LANDLORD signs or lettering on the exterior of the Premises or on the glass or any window or door of the Premises or in connection with such transactionthe interior of the Premises if it is visible from the exterior.

Assigning and Subletting. Except as provided herein, TENANT Tenant shall not assign assign, sublet, mortgage, pledge or encumber this Lease Lease, the Premises, or any interest therein in the whole or in any portion thereof, directly or indirectly, without the prior written consent of LANDLORD. Such Landlord, which consent shall not be unreasonably withheld, conditioned delayed or delayed provided that (a) TENANT remains conditioned. If Tenant makes any such assignment, sublease, mortgage, pledge or encumbrance with Landlord’s written consent, Tenant will still remain primarily liable for the performance of all payments terms of this Lease and other obligations one-half (1/2) of any rental or any net fees or charges received by Tenant (after deduction by Tenant of Tenant’s third-party brokerage fees, legal fees, architectural fees, advertising costs and the reasonable costs of refitting or improving the Premises for the proposed assignee or subtenant, and free rent and improvement allowances granted, in connection with such transaction) in excess of the Annual Rental payable to Landlord hereunder shall be also paid to Landlord as further rental under this Lease, (b) TENANT is not at the time of such assignment, letting or subletting in default under this Lease beyond applicable periods of notice and cure, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the . Landlord’s consent to one assignment or sublease is specifically by will not waive the requirement of its terms made subject to this Lease and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain LANDLORD'S approval in the case of any other subsequent assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall controlsublease as required herein. Notwithstanding the foregoing, TENANT Tenant shall have the absolute right to assign this Lease and/or sublet any part or all of the Premises, without the Landlord's consent, to any of Tenant's subsidiary(s), joint venture partner(s), partnership(s), or other affiliated or related entity(s), and/or to a successor(s) in interest to any part and/or all of Tenant's business including, without limitation, a sale of assets ("Permitted Transfer"). A Permitted Transfer shall include a merger or consolidation with another entity and/or an entity in which TENANT owns at least a fifty percent (50%) interest, an assignment or subletting to another entity which owns is controlled by Tenant or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANTTenant and other entity. Regardless of Landlord's consent, without LANDLORD'S consent. Furthermore, TENANT no assignment or sublease shall have the right to assign this Lease to any entity which is formed as a result release Tenant of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactionTenant's obligations hereunder.

Assigning and Subletting. Except as provided herein, TENANT shall not assign this Lease or any interest therein without Without the prior written consent of LANDLORDthe other party, neither party may assign, sub-license, or transfer in any manner, in whole or in part, its rights, duties or obligations under this License. A change in control of Licensee or its parent shall be considered a transfer. Such consent shall not be unreasonably withheld, conditioned conditioned, or delayed provided that (a) TENANT remains liable for all payments and other obligations under this Lease, (b) TENANT is not at the time of such assignment, letting or subletting in default under this Lease beyond applicable periods of notice and cure, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall controlLicensor. Notwithstanding the foregoing, TENANT to allow for internal restructuring Licensee shall have the right to assign this Lease License and all rights and obligations accorded Licensee to an a wholly-owned subsidiary or a parent entity in which TENANT owns at least a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, Licensee without LANDLORD'S consent. Furthermore, TENANT shall have the right to assign this Lease to any entity which is formed as a result prior written consent of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORDLicensor, provided that the surviving change is not part of a transaction that results in a change of control or an assignment of assets to an entity following such merger or consolidation or that is not under the control and ownership of the entity which acquires all that is the ultimate parent of Licensee as of the assets of TENANT hasEffective Date. In the event Licensee assigns this License to a subsidiary or parent entity, following the consummation Licensee shall provide Licensor with prior written notice of such transactionassignment, a net worth equal and such entity must agree to or greater than that of TENANT immediately prior be bound by this agreement, become the Licensee, and to such transaction. While no LANDLORD consent is required accept liability for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD all acts and omissions of the occurrence prior Licensee. Further, notwithstanding the foregoing, any entity to which the Licensee may assign, sub-license, or transfer any of its rights, duties or obligations to under this License, shall have all required approvals from the Maryland Public Service Commission. Neither this License nor any term or provision hereof, nor any inclusion by reference shall be construed as being for the benefit of any such transaction person or entity not a signatory hereto. Notwithstanding the foregoing, any transfer of the rights granted hereunder, in whole or in part, from Licensee by merger, consolidation, liquidation or otherwise by operation of law, shall constitute an unapproved assignment or subletting, hereunder, and this License shall provide LANDLORDimmediately terminate therewith, upon its written requestwithout any further action necessary on Licensor’s part, with and without any reasonable additional information requested refund or proration of rent. The ordinary use of capacity or services on Licensee’s network is not a transfer, provided that allowing any person to place equipment at the Premises is a transfer, subject to the following paragraph. Licensor shall be deemed to have consented to placement of property owned by LANDLORD in connection with such transaction.Licensee’s customers and placed wholly within facilities owned by Licensor, provided that

Assigning and Subletting. Except as provided herein, TENANT Tenant shall not assign assign, sublet, mortgage, pledge or encumber this Lease Lease, the Premises, or any interest therein in the whole or in any portion thereof, directly or indirectly, without the prior written consent of LANDLORD. Such Landlord, which consent shall not be unreasonably withheldwithheld or delayed. If Tenant makes any assignment, conditioned sublease, mortgage, pledge or delayed provided that (a) TENANT remains encumbrance with Landlord’s written consent, Tenant shall still remain primarily liable for the performance of all payments of the terms and other obligations provisions of this Lease and one-half (1/2) of any rental or any fees or charges received by Tenant in excess of the Annual Rental payable to Landlord hereunder also shall be paid to Landlord as further rental under this Lease. Landlord’s consent to one assignment or sublease shall not waive the requirement of its consent to any subsequent assignment or sublease as required herein. Notwithstanding anything in this Lease to the contrary, Tenant further agrees that it will not be unreasonable for Landlord to withhold its consent regarding any assignment(s) of all or any portion(s) of this Lease or regarding any subletting of all or any portion of the Premises (bi) TENANT is not at to an existing tenant of the time Building or of any other building owned by Landlord within the Park, or any subtenant or assignee of such assignmentexisting tenant unless the Landlord cannot accommodate such tenant’s growth either within the Building or within any other building owned by Landlord within the Park; or (ii) if the proposed subtenant or assignee be a person or entity with whom Landlord or its agent is negotiating and to or from whom Landlord, letting or subletting its agent, has given or received any written proposal within the immediately preceding four (4) months period regarding a lease of space in default under this Lease beyond applicable periods of notice and curethe Building or in any other building owned by Landlord within the Park. Further, (c) LANDLORD has received 10 business days' prior written notice in no event shall Tenant publicly advertise the rate for which Tenant is willing to sublet the space. In addition, all public advertisements of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment documentLease or sublet of the Premises, (e) the assignment or sublease is specifically by its terms made any portion thereof, shall be subject to prior approval in writing by Landlord, such approval not to be unreasonably withheld or delayed. Said public advertisements shall include, but not be limited to, the placement or display of any signs or lettering on the exterior of the Premises, or on the glass or any window or door of the Premises, or in the interior of the Premises if it is visible from the exterior. Notwithstanding anything to the contrary contained herein, however, in the event this Lease and (f) LANDLORD shall have is terminated following such assignment for any reason other than a voluntary termination consented to by Landlord, then, in such event, at Landlord’s request, Tenant hereby agrees to enter into a new lease with Landlord relative to the right, without establishing priority and without relieving TENANT Premises for the then-remaining term of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT shall have upon the right to assign this Lease to any entity which is formed as a result of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction terms and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactionconditions set forth herein.

Assigning and Subletting. Except Notwithstanding anything to the contrary in Article 8 of the Master Lease, as provided hereinincorporated herein by reference, TENANT shall not assign and this Lease or paragraph 24, Subtenant covenants and agrees that (a) neither this Sublease nor the terms hereof and leasehold hereby granted, nor any interest therein herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, except as permitted by Article 8 of the Master Lease; (b) neither the Sublet Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Subtenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Subtenant or an affiliate of Subtenant (provided that Subtenant guarantees the performance of such affiliate's obligations under this Sublease), or for any use or purpose other than as permitted hereunder, or be sublet or offered or advertised for subletting without the prior written consent of LANDLORD. Such Sublandlord, in each instance, which consent shall not be unreasonably withheld, conditioned or delayed provided that (a) TENANT remains liable for all payments except as permitted by Article 8 of the Master Lease; and other obligations under this Lease, (b) TENANT is not at the time of such assignment, letting or subletting in default under this Lease beyond applicable periods of notice and cure, (c) LANDLORD has received 10 business days' prior written notice in the event that any assignee or subtenant other than an approved affiliate of Subtenant pays to Subtenant any amounts in excess of the assignment annual Base Rent set forth in this Sublease and Additional Rent then payable hereunder, or sublease, (d) LANDLORD receives pro rata portion thereof on a true copy square footage basis for any portion of the assignment documentSublet Premises, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT shall have the right to assign this Lease to any entity which is formed as a result of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT Subtenant shall promptly notify LANDLORD pay 100% of the occurrence of any such transaction said excess to Sublandlord as and shall provide LANDLORD, upon its written request, with any reasonable additional information requested when received by LANDLORD in connection with such transactionSubtenant.

Assigning and Subletting. Except as provided herein, TENANT Lessee shall not assign this Lease sublet the Premises or any interest therein part thereof and Lessee shall not assign, transfer, pledge, mortgage or otherwise encumber this Lease, or any portion of the term thereof, without the prior previous written consent in each instance of LANDLORDLessor, and Lessee shall furnish to Lessor copy of such proposed instrument. Such The consent of the Lessor shall not be unreasonably withheld, conditioned or delayed provided that (a) TENANT remains liable for delayed. Permission is, however, granted Lessee to assign this Lease and also to sublet the Premises to any subsidiary corporation of Lessee, or parent or affiliated corporations of Lessee, upon giving Lessor written notice of intent to so do. In the event of any assignment or subletting, Lessee shall remain the principal obligor to the Lessor under all payments and other obligations under covenants of this Lease, (b) TENANT and by accepting any assignment or subletting, an assignee or sublessee shall become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions and covenants by which the Lessee hereunder is not at the time of such bound. An assignment, letting or subletting in default under forbidden within the meaning of this Lease beyond applicable periods of notice and cureSection, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed to be include a waiver sale of the obligation to obtain LANDLORD'S approval in the case all or substantially all of any other assignment Lessee’s assets or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached heretoone or more sales or transfers, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoingby operation of law or otherwise, TENANT shall have the right to assign this Lease to or creation of new stock, by which an entity in which TENANT owns at least a aggregate of more than fifty percent (50%) interest, an entity which owns of Lessee’s stock shall be vested in a party or controls parties who are non-stockholders as of the date hereof. The restriction as to stock sales shall not apply if Lessee’s stock is listed on a fifty percent (50%) recognized security exchange. If Lessee wishes to list the Premises with a real estate agent or broker for purposes of subletting or assigning its Leasehold interest in TENANTthe Premises, or an entity Lessee agrees to use the real estate broker then representing Lessor at the College Crossing Business Park Building K, which is under common control of TENANTcommonly addressed as 11102 - 00000 Xxxxxx Xxxx Road, without LANDLORD'S consentas Lessee’s exclusive agent for such purposes. Furthermore, TENANT shall have Lessee further agrees to continue to use such broker as long as it is diligently seeking an assignee or sublessee. In the right to assign this Lease to any entity which is formed as a result event of a merger sale of all or consolidation involving TENANT, or an entity which acquires substantially all of Lessee’s assets, the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires purchaser thereof shall be deemed to assume all of Lessee’s obligations under this Lease from and after the assets of TENANT has, following the consummation date of such transactionacquisition, a net worth equal whether or not assumed in writing. In connection with such sale, Lessee shall cause the purchaser to or greater than that of TENANT immediately prior execute an assumption agreement acceptable to such transactionLessor. While no LANDLORD consent is required for transactions described above Notwithstanding anything contained in this subparagraphSection 12.1, TENANT Lessor shall promptly notify LANDLORD not be required to consent to an assignment of this Lease or a sublease of all or part of the occurrence Premises by Lessee to any lessee who is currently occupying space in the Building or any building in the Great Kansas City Metropolitan area (or has occupied such space during the immediately preceding twelve (12) month period prior Lessee’s request for Lessor consent), which is owned or managed by Lessor o any affiliate of Lessor or at rental rates less than the current advertised market rental rate for the Building as established by Lessor. Upon Lessor’s approval of any such transaction assignment or sublease, Lessee shall pay to Lessor a reasonable charge to cover Lessor’s administrative and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD out-of-pocket costs and expenses in connection with the approval, which amount shall not exceed Seven Hundred Fifty Dollars ($750.00). Lessee shall not advertise or allow the Premises to be advertised as being available for lease without the prior written approval by Lessor of the form and content of such transaction.advertisement. Lessee shall pay to Lessor within five (5) days after receipt by Lessee 50% of the Excess Consideration from any approved assignment or any approved sublease. Excess Consideration is defined as the an amount of the monthly sublease rent received by Lessee less an amount equal to the sum of all Rent and Occupancy Cost payable by Lessee to Lessor under this Lease in respect of such Premises assignment of subleased after the date of such assignment or sublease

Assigning and Subletting. Except as provided herein, TENANT shall not assign 15.1 Tenant acknowledges and agrees the economic concessions and rental set forth in this Lease or any interest therein without were established in connection with Landlord's marketing plan for the prior written consent Shopping Center. The Shopping Center consists of LANDLORD. Such consent shall not be unreasonably withheld, conditioned or delayed provided that (a) TENANT remains liable for all payments an interdependent group of retail enterprises and other obligations under the realization of the benefits of this Lease, both to Landlord and Tenant, is dependent upon Tenant's creating and maintaining a successful and profitable retail operation in the premises. Landlord and Tenant agree that in entering into this Lease Landlord has relied upon Tenant's operation of the business to be conducted in the premises, that the "tenant mix" of the Shopping Center is vital to the realization of the benefits of this Lease, both to Landlord and Tenant, and that had Landlord expected Tenant to offer the premises to other prospective tenants of the Shopping Center the rental and other economic conditions set forth herein would not have been the same. For these reasons, among others, Tenant shall not, either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant's leasehold estate hereunder, or permit the premises to be occupied by anyone other than Tenant (bsometimes collectively referred to as "assignment") TENANT is or sublet the premises without Landlord's prior written consent. Consent by Landlord to one or more assignments or to one or more subletting of the premises shall not at the time of such assignment, letting or subletting in default operate to exhaust Landlord's rights under this Lease beyond applicable periods of notice and cure, (c) LANDLORD has received 10 business days' prior written notice of the assignment Section or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no constitute consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain LANDLORD'S approval in the case of any other assignment or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign The voluntary or other surrender of this Lease to an entity in which TENANT owns at least by Tenant or a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT mutual cancellation hereof shall have the right to assign this Lease to any entity which is formed as a result of not work a merger and shall, at the option of Landlord, terminate all or consolidation involving TENANT, any existing subleases or subtenancies or shall operate as an entity which acquires substantially all assignment to Landlord of such subleases or subtenancies. Under no circumstances shall Tenant propose or attempt to subdivide the premises or seek to sublet only a portion of the assets of TENANTpremises, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, except a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction pro shop and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactiona trophy shop.

Assigning and Subletting. Except as provided hereinNotwithstanding any provision of the Xxxxxxxxx incorporated herein to the contrary, TENANT Subtenant shall not assign assign, mortgage, transfer (by operation of law or otherwise), or hypothecate this Lease Sublease or sublet, license or permit and other party to use or occupy any portion of the Sublet Premises (individually, a “Transfer”) except, to the extent permitted by Xxxxxxxxx, to any related entity, parent, subsidiary, or affiliate of Subtenant or any interest therein entity which directly or indirectly controls, is controlled by or under common control of the Subtenant or to any corporation or other entity with succeeds to all or substantially all of the assets and business of Subtenant without the prior written consent of LANDLORDSublandlord and Overlandlord, which they may grant, withhold or condition in their respective sole discretion. Such consent The following transactions shall not be unreasonably withheld, conditioned or delayed provided that deemed assignments of this Sublease requiring such prior written consent: (ai) TENANT remains liable for all payments and other obligations under this Lease, (b) TENANT is not at the time of such any assignment, letting mortgage, pledge or subletting in default under other transfer of this Lease beyond applicable periods of notice and cureSublease; (ii) any sublease, (c) LANDLORD has received 10 business days' prior written notice license or occupancy agreement with respect to any portion of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the assignment or sublease is specifically by its terms made subject to this Lease Sublet Premises. If Sublandlord and (f) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no Overlandlord consent to any assigning or subletting such Transfer, such Transfer shall comply with the requirements of Section 6.1.6 of the Xxxxxxxxx and Subtenant shall pay over to Sublandlord 50% of the excess of such amounts payable each month in connection with a particular instance Transfer to the extent in excess of the Rent due to Sublandlord hereunder. Overlandlord’s refusal to consent to a Transfer shall be deemed a reasonable reason for Sublandlord to withhold its consent to a Transfer, without any obligation on the part of Sublandlord to dispute Overlandlord’s refusal. Nothing contained herein shall be deemed to limit or amend the rights of Overlandlord under Section 6.1.6 of the Xxxxxxxxx. Any attempt by Subtenant to Transfer the Sublet Premises or the Sublease without the prior written consent of both Sublandlord and Overlandlord shall be void. No consent by the Sublandlord pursuant to this Section shall be deemed a waiver of the obligation to obtain LANDLORD'S approval the Sublandlord’s consent to a Transfer on any subsequent occasion; no waiver of the foregoing restrictions or any portion thereof to a Transfer shall constitute a waiver or consent in the case of any other assignment or subletting. To instance; and Subtenant shall remain at all times primarily liable for the extent that this Section 9 conflicts with the Leasehold Mortgage Protections performance and payment of all terms, conditions, covenants and agreements contained on Exhibit E attached hereto, such Leasehold Mortgage Protections shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to an entity in which TENANT owns at least a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control of TENANT, without LANDLORD'S consent. Furthermore, TENANT shall have the right to assign this Lease to any entity which is formed as a result of a merger or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactionherein.

Assigning and Subletting. Except with respect to an assignment or sublease to a Tenant Affiliate (as provided hereinhereinafter defined) which shall only require thirty (30) days' advance written notice to Landlord, TENANT Tenant shall not assign assign, sublet, mortgage, pledge or encumber this Lease Lease, the Premises, or any interest therein in the whole or in any portion thereof, directly or indirectly, without the prior written consent of LANDLORD. Such Landlord, which consent shall not be unreasonably withheldwithheld or delayed. In the event of any assignment, conditioned sublease, mortgage, pledge or delayed provided that encumbrance, Tenant shall: (ai) TENANT remains remain primarily liable for the performance of all payments and other obligations under terms of this Lease, (bii) TENANT is not at the time of pay all reasonable costs, including without limitation, attorney's fees, incurred by Landlord in connection with such assignment, letting sublease or subletting mortgage, and (iii) except in default under this Lease beyond applicable periods the event of notice and cure, (c) LANDLORD has received 10 business days' prior written notice of the assignment or sublease, (d) LANDLORD receives a true copy of the assignment document, (e) the an assignment or sublease is specifically by its terms made subject to this Lease and a Tenant Affiliate, pay to Landlord one-half (f1/2) LANDLORD shall have the right, without establishing priority and without relieving TENANT of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of any rental or additional payments hereunderany fees or charges received by Tenant (less any reasonable, actual expenses incurred by Tenant in connection with the assignment, sublease or mortgage) in excess of the Annual Rental payable to collect rentals directly from Landlord hereunder as further rental under this Lease. Landlord's consent to one assignment or sublease will not waive the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability requirement of TENANT hereunder, and no its consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain LANDLORD'S approval in the case of any other subsequent assignment or sublettingsublease as required herein. To the extent that For purposes of this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached heretoParagraph 21, such Leasehold Mortgage Protections a Tenant Affiliate shall control. Notwithstanding the foregoing, TENANT shall have the right to assign this Lease to mean an entity in which TENANT owns at least a fifty percent (50%) interest, an entity owned or controlled by Tenant or which owns or controls Tenant or any entity which results from a merger or consolidation with Tenant and for purposes hereof, "owned or controlled by" shall mean ownership of more than a fifty percent (50%) interest in TENANTsuch entity. If Landlord's consent to an assignment of this Lease or subletting of all or a part of the Premises is required, Tenant shall submit to Landlord, in writing, (i) the name of the proposed assignee or sublessee, (ii) current financial statements, if any, available to Tenant disclosing the financial condition of the proposed assignee or subtenant, (iii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises (any assignment or subletting being subject to restrictions on use contained in this Lease, the violation of which by the proposed assignee or sublessee shall constitute absolute grounds for Landlord's denial of the requested assignment or subletting, such grounds not being the exclusive grounds for denial under clause (iii)) and (iv) the proposed commencement date of the assignment or subletting, together with a copy of the proposed assignment or sublease. Within fifteen (15) days after its receipt of such notice, Landlord shall either approve or disapprove such proposed assignment or sublease in writing. Landlord's failure to notify Tenant within such fifteen (15) day period shall be deemed an entity which is under common control approval of TENANTsuch proposal. Notwithstanding anything in this Lease to the contrary, without LANDLORD'S consent. Furthermore, TENANT Tenant further agrees that any assignment or sublease shall have be subject to the right to following additional limitations: (i) in no event may Tenant assign this Lease or sublet all or any portion of the Premises to any an existing Tenant of the Business Park or its subtenant or assignee (unless Landlord consents to such assignment or sublease); (ii) in no event shall the proposed subtenant or assignee be a person or entity which with whom Landlord or its agent is formed as a result of a merger negotiating and to or consolidation involving TENANTfrom whom Landlord, or an entity its agent, has given or received any written or oral proposal within the past six (6) months regarding a lease of space in the Business Park; and (iii) Tenant shall not publicly advertise the rate for which acquires substantially Tenant is willing to sublet the Premises; and all public advertisements of the assets assignment of TENANTthe Lease or sublet of the Premises, without further consent or any portion thereof, shall be subject to prior written approval by Landlord, such approval not to be unreasonably withheld or delayed. Said public advertisement shall include, but not be limited to, the placement or display of any signs or lettering on the exterior of the Premises or on the glass or any window or door of the Premises or in the interior of the Premises if it is visible from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactionexterior.

Assigning and Subletting. Except as provided herein, TENANT Tenant shall not assign assign, sublet, mortgage, pledge or encumber this Lease Lease, the Premises, or any interest therein in the whole or in any portion thereof, without the prior written consent of LANDLORD. Such Landlord (which consent shall not be unreasonably withheld). If Tenant makes any such assignment, conditioned mortgage, sublease or delayed provided that pledge (a) TENANT remains liable for all payments whether with or without Landlord's written consent), Tenant named herein and other any guarantor of Tenant's obligations under this Lease, (b) TENANT Lease shall nonetheless remain primarily liable for the performance and observation of all of the terms of this Lease required to be observed or performed by Tenant hereunder. Any rental or any fee or charge received by Tenant in connection with any such assignment or sublease which is not at in excess of the time of such assignment, letting or subletting in default Annual Rental payable to Landlord hereunder shall be paid immediately by Tenant to Landlord as additional rent under this Lease. In addition, Landlord shall have the option, in its sole discretion, to terminate this Lease beyond applicable periods of notice and cure, (c) LANDLORD has received 10 business days' prior written notice effective as of the proposed effective date of any assignment or sublease, by giving Tenant written notice thereof within thirty (d30) LANDLORD receives days after Landlord's receipt of said notice from Tenant; and in the event Tenant shall propose to sublet only a true copy portion of the assignment documentPremises, (e) the assignment or sublease is specifically by its terms made subject to this Lease and (f) LANDLORD Landlord shall have the right, without establishing priority and without relieving TENANT additional option to terminate this Lease as to that portion of liability hereunder, to collect rentals directly from the assignee, or, if TENANT is in default of rental or additional payments hereunder, to collect rentals directly from the subtenant. No subletting by TENANT shall in any way impair the continuing primary liability of TENANT hereunder, and no consent to any assigning or subletting in a particular instance shall be deemed Premises proposed to be a waiver of the obligation sublet. Should Landlord not elect to obtain LANDLORD'S approval so terminate this Lease in the case of connection with any other assignment proposed subletting or subletting. To the extent that this Section 9 conflicts with the Leasehold Mortgage Protections contained on Exhibit E attached heretoassignment, such Leasehold Mortgage Protections Landlord shall control. Notwithstanding the foregoing, TENANT shall continue to have the right to assign this Lease disapprove same (subject to an entity the terms above). Upon any subletting or assignment by Tenant in which TENANT owns at least accordance with the terms hereof, any renewal options, expansion options, and/or rights of first refusal granted herein shall become null and void. Consent by Landlord to one or more assignments or sublettings shall not operate as a fifty percent (50%) interest, an entity which owns or controls a fifty percent (50%) interest in TENANT, or an entity which is under common control waiver of TENANT, without LANDLORD'S consent. Furthermore, TENANT shall have the right to assign this Lease Landlord's rights as to any entity which is formed as a result of a merger subsequent assignments or consolidation involving TENANT, or an entity which acquires substantially all of the assets of TENANT, without further consent from the LANDLORD, provided that the surviving entity following such merger or consolidation or the entity which acquires all of the assets of TENANT has, following the consummation of such transaction, a net worth equal to or greater than that of TENANT immediately prior to such transaction. While no LANDLORD consent is required for transactions described above in this subparagraph, TENANT shall promptly notify LANDLORD of the occurrence of any such transaction and shall provide LANDLORD, upon its written request, with any reasonable additional information requested by LANDLORD in connection with such transactionsublettings.