Common use of ASSIGNMENT AND SUB-LETTING Clause in Contracts

ASSIGNMENT AND SUB-LETTING. Tenant shall not have the right to assign, sublet, transfer, or encumber this Lease or its rights hereunder or any part thereof at any time without the Landlord’s prior written consent, except for the Permitted Transfers (defined below). A “Permitted Transfer” means an assignment or sublet to (i) any entity controlled by, controlling, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, or (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Landlord agrees not to withhold or delay its written consent if to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenant, Tenant shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Tenant’s assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth in the Lease; and (ii) Landlord gives notice to Tenant within thirty (30) days following the effective date of the assignment which contains the assignee’s name, address, telephone number, and the name of the individual handling the affairs relating to this Lease. Any rents received by Landlord hereunder, which in fact belong to the assignee of Landlord, shall be held in trust by Landlord and forwarded immediately to the assignee of Landlord. In the event of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant to this Lease unless otherwise agreed to by Landlord in writing.

ASSIGNMENT AND SUB-LETTING. Tenant Sublessee shall not have the right to assign, sublet, transfer, or encumber this Lease Sublease or its rights hereunder or any part thereof at any time without the LandlordSublessor’s prior written consent, except for the Permitted Transfers (defined below). A “Permitted Transfer” means an assignment or sublet to (i) any entity controlled by, controlling, or under common control with Tenant Sublessee (a “Tenant Sublessee Affiliate”) or a Tenant Sublessee Affiliate, or (ii) any entity with which Tenant Sublessee or a Tenant Sublessee Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Tenant Sublessee or a Tenant Sublessee Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Landlord Sublessor agrees not to withhold or delay its written consent if to do so would be commercially unreasonableunreasonable so long as the proposed assignment or sublet does not violate the terms and conditions of the Master Lease Agreement. In the event of any assignment of this Lease Sublease by TenantSublessee, Tenant Sublessee shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease Sublease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the TenantSublessee’s assignee assumes all obligations of Tenant Sublessee hereunder and attorns to Landlord Sublessor for such obligations. Landlord Sublessor may assign this Lease Sublease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant Sublessee any obligations greater than set forth in the LeaseSublease; and (ii) Landlord Sublessor gives notice to Tenant Sublessee within thirty (30) days following the effective date of the assignment which contains the assignee’s name, address, telephone number, and the name of the individual handling the affairs relating to this LeaseSublease. Any rents received by Landlord Sublessor hereunder, which in fact belong to the assignee of LandlordSublessor, shall be held in trust by Landlord Sublessor and forwarded immediately to the assignee of LandlordSublessor. In the event of any assignment or sublease, Tenant Sublessee shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant Sublessee pursuant to this Lease Sublease unless otherwise agreed to by Landlord Sublessor in writing.

ASSIGNMENT AND SUB-LETTING. Tenant shall not have the right to assign, sublet, transfer, or encumber this Lease or its rights hereunder or any part thereof at any time without the Landlord’s 's prior written consent, except for the Permitted Transfers (defined below). A “"Permitted Transfer” " means an assignment or sublet to (i) any entity controlled by, controlling, or under common control with Tenant (a “"Tenant Affiliate”") or a Tenant Affiliate, including without limitation FNF, or (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Landlord agrees not to withhold or delay its written consent if to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenant, Tenant shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Tenant’s 's assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth in the Lease; and (ii) Landlord gives notice to Tenant within thirty (30) days following the effective date of the assignment which contains the assignee’s 's name, address, telephone number, and the name of the individual handling the affairs relating to this Lease. Any rents received by Landlord hereunder, which in fact belong to the assignee of Landlord, shall be held in trust by Landlord and forwarded immediately to the assignee of Landlord. In the event of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant to this Lease unless otherwise agreed to by Landlord in writing.

ASSIGNMENT AND SUB-LETTING. Tenant Sublessee shall not have the right to assign, sublet, transfer, or encumber this Lease Sublease or its rights hereunder or any part thereof at any time without the Landlord’s Sublessor's prior written consent, except for the Permitted Transfers (defined below). A “"Permitted Transfer” " means an assignment or sublet to (i) any entity controlled by, controlling, or under common control with Tenant Sublessee (a “Tenant "Sublessee Affiliate”") or a Tenant Sublessee Affiliate, or (ii) any entity with which Tenant Sublessee or a Tenant Sublessee Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Tenant Sublessee or a Tenant Sublessee Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Landlord Sublessor agrees not to withhold or delay its written consent if to do so would be commercially unreasonableunreasonable so long as the proposed assignment or sublet does not violate the terms and conditions of the Master Lease Agreement. In the event of any assignment of this Lease Sublease by TenantSublessee, Tenant Sublessee shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease Sublease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Tenant’s Sublessee's assignee assumes all obligations of Tenant Sublessee hereunder and attorns to Landlord Sublessor for such obligations. Landlord Sublessor may assign this Lease Sublease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant Sublessee any obligations greater than set forth in the LeaseSublease; and (ii) Landlord Sublessor gives notice to Tenant Sublessee within thirty (30) days following the effective date of the assignment which contains the assignee’s 's name, address, telephone number, and the name of the individual handling the affairs relating to this LeaseSublease. Any rents received by Landlord Sublessor hereunder, which in fact belong to the assignee of LandlordSublessor, shall be held in trust by Landlord Sublessor and forwarded immediately to the assignee of LandlordSublessor. In the event of any assignment or sublease, Tenant Sublessee shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant Sublessee pursuant to this Lease Sublease unless otherwise agreed to by Landlord Sublessor in writing.

ASSIGNMENT AND SUB-LETTING. Tenant shall not have the right Not to assign, subletsub-let, transfer, license or encumber this Lease or its rights hereunder part with the possession of the Demised Premises or any part thereof at or share the occupation of the demise premises or any time part thereof without the Landlord’s prior written consent of the Landlord in writing first had and obtained, such consent not to be unreasonably or arbitrarily withheld. Provided that as a condition of the granting of its consent, except for the Permitted Transfers (defined below). A “Permitted Transfer” means an assignment or sublet to (i) any entity controlled by, controlling, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, or (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Landlord agrees not to withhold or delay its written consent if to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenant, Tenant shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Tenant’s assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease in connection with the sale require any assignee, sub-tenant, licensee or financing occupant of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth in to execute an agreement whereby he, it or they attorn to and become the Lease; and (ii) Landlord gives notice to Tenant within thirty (30) days following the effective date Tenants of the assignment which contains the assignee’s nameLandlord as if he, address, telephone number, and the name of the individual handling the affairs relating to it or they had executed this Lease. Any rents received by The Tenant shall furnish the Landlord hereundercopies of any assignment, which sub-lease licence or other agreement herein contemplated; provided that no assignment, sub-letting or licensing or parting with possession of the Demised Premises shall in fact belong any way release or be deemed to release the tenant (or any Guarantor hereof) from their obligations under the terms of this Lease. Provided further that the proposed assignee, sub-tenant, licensee or occupant of the Demised Premises shall be required to provide financial statements or other financial information as the Landlord may required. It is agreed that the Landlord may consider in determining whether to grant consent, among other matters the following: i) The personal and business history of the proposed assignee, occupant or sub-lessee and its key employees. The Tenant agrees to pay the reasonable legal fees of the Landlord's solicitor relating to the assignee preparation of the Landlord's consent, and determination as to whether to give the consent. ii) If the Tenant herein is a private corporation and if by sale, transfer or other disposition of its shares, the control of such corporation is altered so that 50% of the shares are transferred in any manner, then same shall be held in trust by Landlord deemed as an assignment and forwarded immediately to the assignee provisions of Landlordthis paragraph shall apply. In the event of any assignment or sublease, The Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant agrees to this Lease unless otherwise agreed to by advise the Landlord in writingforthwith if such a transfer is contemplated.

ASSIGNMENT AND SUB-LETTING. No Assignment and Subletting (a) Except as specifically permitted hereby, the Tenant shall covenants that it will not have assign this Lease or sublet all or any part of the right to assign, sublet, transfer, Leased Premises or mortgage or encumber this Lease or its rights hereunder the Leased Premises or any part thereof, or suffer or permit the occupation of all or any part thereof at by others (each of which is a “Transfer”) without the prior written consent of the Landlord, which consent the Landlord covenants not to withhold, condition or delay unreasonably (i) as to any time without assignee, subtenant or occupant (the “Transferee”) who in Landlord’s reasonable opinion is in a satisfactory financial condition, agrees to use the Leased Premises for those purposes permitted hereunder, and is otherwise reasonably satisfactory to the Landlord, and (ii) as to any portion of the Leased Premises which, in the Landlord’s prior written consentreasonable determination, except for is a proper and rational division of the Permitted Transfers Leased Premises, subject to the Landlord’s right of termination arising under this paragraph. This prohibition against a Transfer shall be construed to include a prohibition against any Transfer by operation of law. Assignment or Subletting Procedures (defined below). A “b) The Tenant shall not effect a Transfer (other than a Permitted Transfer” means ) unless: (i) it shall have received or procured a bona fide written offer to take an assignment or sublet sublease which is not inconsistent with the Lease, and the acceptance of which would not breach any provision of this Lease if this paragraph is complied with and which the Tenant has determined to (i) any entity controlled byaccept subject to this paragraph being complied with, controlling, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, or and (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all or substantially all it shall have first requested and obtained the consent in writing of the assets or shares Landlord thereto. Any request for consent shall be in writing and accompanied by a copy of stock the offer certified by the Tenant to be true and complete, and the Tenant shall furnish to the Landlord all information available to the Tenant and reasonably requested by the Landlord as to the responsibility, financial standing and business of the proposed Transferee. Any request for consent shall be in writing, and the Tenant shall furnish to the Landlord all information available to the Tenant and reasonably requested by the Landlord as to the responsibility, financial standing and business of the proposed Transferee. Following Tenant’s submission of the information referenced in the preceding sentence, Landlord agrees that, upon Tenant’s request, Landlord shall notify Tenant of any remaining information which will be required of Tenant or a Tenant Affiliateany proposed assignee or subtenant with respect to any proposed assignment or subletting. Notwithstanding the provisions of sub-paragraph (a), within ten (10) business days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder, the Landlord shall have the right upon written notice of termination submitted to the Tenant, if the request is to assign this Lease or sublet the whole of the Leased Premises, to cancel and terminate this Lease, or (iii) any entity that if the request is to sublet a part of the successor Leased Premises only, to cancel and terminate this Lease with respect to such part, in each case as of a termination date to be stipulated in the event notice of termination which shall be not less than sixty (60) days or more than ninety (90) days following the giving of such notice; provided, however, that if Tenant’s notice indicated that its proposed sublease would commence on a reorganizationdate more than ninety (90) days following the date of such notice, the termination date shall be the date of commencement of the proposed sublease. In instances such event the Tenant shall surrender the whole or part, as the case may be, of the Leased Premises in accordance with such notice of termination and Basic Rent and Additional Rent shall be apportioned and paid to the date of surrender and, if a part only of the Leased Premises is surrendered, Basic Rent and Additional Rent shall after the date of surrender xxxxx proportionately. If such consent shall be given, the Tenant shall effect the Transfer only upon the terms set out in the offer submitted to the Landlord as aforesaid and not otherwise. Any consent shall be given without prejudice to the Landlord’s rights under the Lease and shall be limited to the particular Transfer in respect of which it was given and shall not be deemed to be an authorization for or consent to any further or other than Permitted TransfersTransfer. Notwithstanding the foregoing, Landlord agrees not to withhold or delay exercise its written consent if recapture right with respect to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenant, Tenant shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after said assignment; provided, however sublease provided that the Tenant’s assignee assumes aggregate of all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth subleased space in the Lease; Leased Premises does not exceed 50% thereof and at the time of entering into such sublease there is at least three (ii3) Landlord gives notice to Tenant within thirty (30) days following years remaining in the effective date of the assignment which contains the assignee’s name, address, telephone number, and the name of the individual handling the affairs relating to this LeaseTerm. Any rents received by Landlord hereunder, which in fact belong to the assignee of Landlord, shall be held in trust by Landlord and forwarded immediately to the assignee of Landlord. In the event of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant to this Lease unless otherwise agreed to by Landlord in writing.Excess Transfer

ASSIGNMENT AND SUB-LETTING. No Assignment and Sub-letting (a) The Tenant shall covenants that it will not have the right to assign, sublet, transfer, or encumber assign this Lease or its rights hereunder sub-let the Leased Premises in whole or in part without the prior written consent of the Landlord, which consent the Landlord covenants not to unreasonably withhold or delay, (i) as to any assignee or sub-lessee who is in a satisfactory financial condition, agrees to use the Leased Premises for those purposes permitted hereunder, and (ii) as to any portion of the Leased Premises which, in the Landlord's reasonable judgment, is a proper and rational division of the Leased Premises, subject to the Landlord's right of termination arising under this Paragraph 7. Without limitation, the Tenant shall for the purpose of this Paragraph 7 be considered to assign or sub-let in any case where it permits the Leased Premises or any part portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, sub- letting, license or other right, or where any of the foregoing occurs by operation of law. Notwithstanding anything to the contrary set forth in this Lease, Tenant may assign this Lease at any time time, or sublease all or a part of the Leased Premises, upon prior written notice to Landlord but without the receipt of Landlord’s 's prior written consent, except for the Permitted Transfers to any entity which acquires a majority of Tenant's assets or stock, or is merged or consolidated with Tenant, or which controls, is controlled by or is under common control with, Tenant (defined belowcollectively, an "Affiliate"). A “Permitted Transfer” means an assignment or sublet to , so long as (i) any entity controlled bysuch transaction was not entered into as a subterfuge to avoid the obligations and restrictions of this Lease, controlling, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, or (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all or substantially all at least ten (10) days prior to the effective date of the assets transaction, Tenant notifies Landlord of such transaction and supplies Landlord with any documents or shares of stock of Tenant information reasonably requested by Landlord regarding such transaction or a Tenant such Affiliate, or (iii) any entity that is the successor in the event case of a reorganization. In instances other than Permitted Transfersan assignment, such Affiliate conclusively agrees, in writing delivered to Landlord agrees not prior to withhold or delay its written consent if the effective date of the transaction, to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenant, Tenant shall not be and is not relieved of any liability under any and assume all of its covenants and Tenant's obligations contained in or derived from under this Lease arising out of any actLease, occurrence or omission occurring after said assignment; provided, however that the Tenant’s assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth in the Lease; and (iiiv) Landlord gives notice to Tenant within thirty (30) days following the net worth of such Affiliate, as of the effective date of the assignment which contains or sublease, is at least equal to the assignee’s name, address, telephone number, and the name net worth of Tenant as of the individual handling the affairs relating to date of this Lease. Any rents received by Landlord hereunder, which in fact belong to the assignee of Landlord, shall be held in trust by Landlord and forwarded immediately to the assignee of Landlord. In the event of any such assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant subletting to an Affiliate pursuant to this Lease unless otherwise agreed to by Landlord in writingParagraph 7 shall neither release nor relieve Tenant from any of Tenant's obligations under this Lease.

ASSIGNMENT AND SUB-LETTING. Tenant Lessee will not assign this Lease in whole or in part, nor sub-let all or any part of the leased premises, without the prior written consent of Lessor in each instance which consent shall not have be unreasonably withheld or delayed. The consent by Lessor to any assignment or sub-letting shall not constitute a waiver of the right necessity for such consent to assign, sublet, transferany subsequent assignment or sub-letting. If this Lease be assigned, or encumber this Lease or its rights hereunder if the leased premises or any part thereof at any time without be sub-let or occupied by anyone other than Lessee, and if Lessee is in default, Lessor may collect the Landlord’s prior written consentrent from the assignee, except for subtenant or occupant, and apply the Permitted Transfers net amount collected to the rent herein. Any assignment (defined below). A “Permitted Transfer” means an assignment or sublet a) as to (i) any entity controlled by, controlling, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, which Lessor has consented; or (iib) which is required by reason of final non-appealable order of a court of competent jurisdiction; or (c) which is made by reason of and in accordance with the provisions of any entity with which Tenant law or statute including without limitation the laws governing bankruptcy, insolvency or receivership shall be subject to all terms and conditions of this Lease and shall not be effective or deemed valid unless at the time of such assignment: (a) Each assignee or sublessee shall agree in a Tenant Affiliate may merge or consolidate, which acquires all or substantially written statement satisfactory to Lessor to assume and abide by all of the assets or shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Landlord agrees not to withhold or delay its written consent if to do so would be commercially unreasonable. In the event of any assignment terms and provisions of this Lease including those which govern the permitted uses of the premises described in Article IX herein; and (b) Each assignee or sublessee has submitted a current financial statement in such form as is acceptable to Lessor in order to assure the future performance by Tenantsuch assignee or sublessee of Lessee's obligations hereunder, Tenant and (c) Lessee shall not be pay Lessor an assignment fee as reimbursement to Lessor for administrative and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Tenant’s assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease legal expenses incurred by Lessor in connection with the sale or financing of the Demised Premises provided that (i) no any such assignment may impose upon Tenant any obligations greater than set forth in or subletting. The assignment fee initially will be Five Hundred Dollars ($500.00) and shall increase by Fifty Dollars ($50.00) at the Lease; and (ii) Landlord gives notice to Tenant within thirty (30) days following the effective date end of the assignment which contains the assignee’s name, address, telephone number, and the name each full lease year of the individual handling the affairs relating to this Lease. Any rents received by Landlord hereunder, which in fact belong to the assignee of Landlord, shall be held in trust by Landlord and forwarded immediately to the assignee of Landlord. In the event of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant to this Lease unless otherwise agreed to by Landlord in writinga lease term.

ASSIGNMENT AND SUB-LETTING. Tenant shall will not have sublet the right to assign, sublet, transfer, or encumber this Lease or its rights hereunder Demised Premises or any part thereof at thereof, or transfer possession or occupancy thereof, to any time person, partnership, firm or corporation, or transfer or assign this Lease, without the Landlord’s prior written consent, except of Landlord, nor shall any subletting or assignment hereof be effected by operation of law or otherwise, without the prior written consent of Landlord, which consent may be granted or withheld by Landlord for any reason in Landlord's sole discretion. Landlord shall consent to the Permitted Transfers (defined below). A “Permitted Transfer” means an assignment or sublet subleasing of the Demised Premises to (i) any entity controlled byanother Bank, controllingFinancial Institution, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, or (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor tenant otherwise engaged in the event of a reorganization. In instances other than Permitted Transfers, Landlord agrees not to withhold or delay its written consent if to do so would be commercially unreasonablefinancial services. In the event of any assignment of this Lease by Tenant, that Tenant shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Tenant’s assignee assumes all obligations of Tenant hereunder and attorns requests Landlord's consent to Landlord for such obligations. Landlord may assign this Lease in connection with the sale or financing to sublet all of the Demised Premises provided that (which request must be made in writing), Landlord shall upon receipt of such written request have the option of terminating this Lease, which option shall be exercisable by submitting written notice thereof to Tenant within sixty (60) days following receipt of such a written request. Landlord's options shall in no way affect or limit Landlord's right to withhold consent to Tenant's request. Consent by Landlord to any assignment, transfer or subletting to any party, shall not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease, nor shall a consent to one assignment, transfer or sublease to any person, partnership, firm or corporation be deemed to be a consent to any subsequent assignment, transfer or subletting to another person, partnership firm or corporation. Any assignment or subletting consented to by Landlord shall not relieve Tenant of any of its primary responsibility for all obligations under this Lease, and such consent by Landlord shall not be effective unless and until (i) no such assignment may impose upon Tenant any obligations greater than set forth in the Lease; gives written notice thereof to Landlord, and (ii) such transferee, assignee or sublessee shall deliver to Landlord gives notice (A) a written agreement in form and substance satisfactory to Landlord pursuant to which such transferee, assignee or sublessee assumes all of the obligations and liabilities of Tenant within thirty hereunder, and (30B) days following the effective date a certified copy of the assignment which contains the assignee’s nameagreement or sublease. Any assignment, address, telephone numbertransfer or subletting without Landlord's written consent shall be void, and shall, at the name of the individual handling the affairs relating to this Lease. Any rents received by Landlord hereunder, which in fact belong to the assignee option of Landlord, shall be held in trust by Landlord and forwarded immediately to constitute a default under the assignee terms of Landlord. In the event of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant to this Lease unless otherwise agreed Tenant's stock is publicly traded, if at any time during the term of this Lease any part or all of the shares of Tenant's stock or Tenant's partnership interests shall be transferred by sale, assignment, merger, operation of law or other disposition so as to by Landlord result in writinga transfer of more than twenty-five percent (25%) of Tenant's stock or partnership interest, such transfer shall be deemed as an assignment and, therefore, prohibited without the express written consent of Landlord.

ASSIGNMENT AND SUB-LETTING. Tenant shall will not have the right to assignmortgage, subletpledge, transferencumber, sell, assign or transfer this Lease, in whole or in part, or encumber this Lease sublease or its rights hereunder allow the use of all or any part thereof at any time of the Demised Premises, without the Landlord’s prior 's written consent; however, except for Tenant may sell, assign or otherwise transfer this Lease (in whole or in part) to, or sublease to or allow the Permitted Transfers (defined below). A “Permitted Transfer” means an assignment use of all or sublet to (i) any entity controlled part of the Demised Premises by, controlling, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, or (ii) any entity with which affiliate of Tenant or a Tenant Affiliate may merge or consolidate, which acquires any party buying all or substantially all of the assets or shares of capital stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor in the event of a reorganizationwithout Landlord's consent. In instances other than Permitted Transfers, Landlord agrees not connection with any request by Tenant for such consent to withhold transfer or delay its written consent if to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenantsublet, Tenant shall not be and is not relieved of any liability under any and all of its covenants and obligations contained submit to Landlord, in or derived from this Lease arising out of any actwriting, occurrence or omission occurring after said assignment; provided, however that the Tenant’s assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth in the Lease; and (ii) Landlord gives notice to Tenant within thirty (30) days following the effective date of the assignment which contains the assignee’s name, address, telephone number, and a statement containing the name of the individual handling proposed transferee or subtenant, as the affairs relating case may be such information as to this Lease. Any rents received by its financial responsibility and standing as Landlord hereundermay reasonably require, and all of the terms and provisions upon which in fact belong the proposed transfer or subletting is to be made, and, unless the assignee of Landlordproposed sublet area shall constitute the entire Demised Premises, such statement shall be held in trust accompanied by Landlord and forwarded immediately to a floor plan delineating the assignee proposed sublet area. As long as no Event of Landlord. In Default is existing under any of the event of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken of this Lease on Tenant's part to be observed and performed, Landlord shall not unreasonably withhold condition or delay Landlord's prior consent to transfer or subletting’s or uses by Tenant pursuant to of all or parts of the Demised Premises. Each such subletting shall be for undivided occupancy by the subtenant of that part of the Demised Premises affected thereby for the use permitted under this Lease unless otherwise agreed to by Lease. Landlord may, however, withhold such consent if, in Landlord's reasonable judgment, the proposed subtenant will impose any additional material burden upon Landlord in writingthe operation of the Property (to an extent greater than the burden to which Landlord would have been put if Tenant continued to use, or used, such part of the Demised Premises for its own purposes), or if Landlord has any other reasonable objections to the proposed sub-letting. Notwithstanding any assignment or subletting or consent thereto, all uses hereunder by any assignee or subtenant are subject to Article 12 hereunder. Landlord shall be reimbursed for reasonable legal fees and expenses incurred in connection with giving its consent hereunder not to exceed Two Thousand and 00/100 Dollars ($2,000.00).

ASSIGNMENT AND SUB-LETTING. Tenant shall will not have the right to assignmortgage, subletpledge, transferencumber, sell, assign or transfer this Lease, in whole or in part, or encumber this Lease sublease or its rights hereunder allow the use of all or any part thereof at any time of the Demised Premises, without the Landlord’s prior written consent; however, except for Tenant may sell, assign or otherwise transfer this Lease (in whole or in part) to, or sublease to or allow the Permitted Transfers (defined below). A “Permitted Transfer” means an assignment use of all or sublet to (i) any entity controlled part of the Demised Premises by, controlling, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, or (ii) any entity with which affiliate of Tenant or a Tenant Affiliate may merge or consolidate, which acquires any party buying all or substantially all of the assets or shares of capital stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor in the event of a reorganizationwithout Landlord’s consent. In instances other than Permitted Transfers, Landlord agrees not connection with any request by Tenant for such consent to withhold transfer or delay its written consent if to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenantsublet, Tenant shall not be and is not relieved of any liability under any and all of its covenants and obligations contained submit to Landlord, in or derived from this Lease arising out of any actwriting, occurrence or omission occurring after said assignment; provided, however that the Tenant’s assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth in the Lease; and (ii) Landlord gives notice to Tenant within thirty (30) days following the effective date of the assignment which contains the assignee’s name, address, telephone number, and a statement containing the name of the individual handling proposed transferee or subtenant, as the affairs relating case may be such information as to this Lease. Any rents received by its financial responsibility and standing as Landlord hereundermay reasonably require, and all of the terms and provisions upon which in fact belong the proposed transfer or subletting is to be made, and, unless the assignee of Landlordproposed sublet area shall constitute the entire Demised Premises, such statement shall be held in trust accompanied by Landlord and forwarded immediately to a floor plan delineating the assignee proposed sublet area. As long as no Event of Landlord. In Default is existing under any of the event of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken of this Lease on Tenant’s part to be observed and performed, Landlord shall not unreasonably withhold condition or delay Landlord’s prior consent to transfer or sublettings or uses by Tenant pursuant to of all or parts of the Demised Premises. Each such subletting shall be for undivided occupancy by the subtenant of that part of the Demised Premises affected thereby for the use permitted under this Lease unless otherwise agreed to by Lease. Landlord may, however, withhold such consent if, in Landlord’s reasonable judgment, the proposed subtenant will impose any additional material burden upon Landlord in writingthe operation of the Property (to an extent greater than the burden to which Landlord would have been put if Tenant continued to use, or used, such part of the Demised Premises for its own purposes), or if Landlord has any other reasonable objections to the proposed sub-letting. Notwithstanding any assignment or subletting or consent thereto, all uses hereunder by any assignee or subtenant are subject to Article 12 hereunder. Landlord shall be reimbursed for reasonable legal fees and expenses incurred in connection with giving its consent hereunder not to exceed One Thousand and 00/100 Dollars ($1,000.00).

ASSIGNMENT AND SUB-LETTING. Tenant shall not have the right to assign, sublet, transfer, or encumber this Lease or its rights hereunder or any part thereof at any time without the Landlord’s 's prior written consent, except for the Permitted Transfers (defined below). A “"Permitted Transfer” " means an assignment or sublet to (i) any entity controlled by, controlling, or under common control with Tenant (a “"Tenant Affiliate”") or a Tenant Affiliate, or (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Landlord agrees not to withhold or delay its written consent if to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenant, Tenant shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Tenant’s 's assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth in the Lease; and (ii) Landlord gives notice to Tenant within thirty (30) days following the effective date of the assignment which contains the assignee’s 's name, address, telephone number, and the name of the individual handling the affairs relating to this Lease. Any rents received by Landlord hereunder, which in fact belong to the assignee of Landlord, shall be held in trust by Landlord and forwarded immediately to the assignee of Landlord. In the event of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant to this Lease unless otherwise agreed to by Landlord in writing.

ASSIGNMENT AND SUB-LETTING. 12.1 The Tenant shall will not have assign or sublet all or part of the right to assign, sublet, transfer, or encumber this Lease or its rights hereunder or any part thereof at any time Premises without leave of the Landlord’s prior written consent, except for the Permitted Transfers (defined below). A “Permitted Transfer” means an assignment or sublet to (i) any entity controlled by, controlling, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, or (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Landlord agrees not to withhold or delay its written consent if to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenant, Tenant leave shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Tenant’s assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth in the Lease; and (ii) Landlord gives notice to Tenant within thirty (30) days following the effective date of the assignment which contains the assignee’s name, address, telephone number, and the name of the individual handling the affairs relating to this Lease. Any rents received by Landlord hereunder, which in fact belong to the assignee of Landlord, shall be held in trust by Landlord and forwarded immediately to the assignee of Landlordunreasonably withheld. In the no event of shall any assignment or subleasesubletting to which the Landlord may have consented, release or relieve the Tenant shall remain responsible for from its obligations fully to perform all the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant to of this Lease unless otherwise agreed on its part to be performed. For the purpose of this clause, it shall not be considered unreasonable for the Landlord to require evidence that the financial responsibility of the proposed assignee or subtenant will carry on business in the Premises in a manner comparable to that of the Tenant. The Tenant shall be responsible for the Landlord's solicitor and client legal fees incurred with respect to any proposed assignment or subletting. 12.2 The Tenant shall pay to the Landlord the sum of TWO HUNDRED AND FIFTY DOLLARS ($250.00) management fee for the processing of an assignment or sublet of this Lease. 12.3 In the event that the Base Rent payable under any such sub-lease or assignment is in excess of the Base Rent reserved here-under or in excess of the proportionate Base Rent reserved in the event of the sub-lease of assignment of part of the Premises, whether the excess be in the form of cash, goods or services from the sub-tenant of assignee or anyone acting on its behalf, such excess shall be payable to the Landlord by the Tenant or assignor immediately upon receipt thereof, and in the event that such excess is represented by goods or services rendered to the Tenant or assignor or its nominee, the value of those services or goods shall be determined by the Landlord and the Tenant or assignor and that value shall be paid in writingcash to the Landlord herein immediately upon such determination.

ASSIGNMENT AND SUB-LETTING. Tenant shall not have the right to assign, sublet, transfer, or encumber this Lease or its rights hereunder or any part thereof at any time without the Landlord’s prior written consent, except for the Permitted Transfers (defined below). A “Permitted Transfer” means an assignment or sublet to (i) any entity controlled by, controlling, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, including without limitation FNF, or (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Landlord agrees not to withhold or delay its written consent if to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenant, Tenant shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Tenant’s assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease (x) upon and after the consummation of the Merger, to Merger Co or Certegy, or (y) in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth in the Lease; and (ii) Landlord gives notice to Tenant within thirty (30) days following the effective date of the assignment which contains the assignee’s name, address, telephone number, and the name of the individual handling the affairs relating to this Lease. Any rents received by Landlord hereunder, which in fact belong to the assignee of Landlord, shall be held in trust by Landlord and forwarded immediately to the assignee of Landlord. In the event of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant to this Lease unless otherwise agreed to by Landlord in writing.

ASSIGNMENT AND SUB-LETTING. No Assignment and Subletting (a) Tenant shall covenants that it will not have the right to assign, sublet, transfer, or encumber assign this Lease or sublet all or any part of the Leased Premises or mortgage or encumber its rights hereunder interest in this Lease or the Leased Premises or any part thereof, or suffer or permit the occupation of all or any part thereof at any time by others (each of which is a “Transfer”) in whole or in part without the Landlord’s prior written consentconsent of Landlord, except which consent Landlord covenants not to withhold unreasonably (i) as to any assignee, subtenant or occupant (each of which is a “Transferee”) who is in a satisfactory financial condition, agrees to use the Leased Premises for the Permitted Transfers Use and is otherwise satisfactory to Landlord, and (defined ii) as to any portion of the Leased Premises which, in Landlord’s sole judgment, is a proper and rational division of the Leased Premises, subject to Landlord’s right of termination arising under Section 7(b) below). A “Permitted Transfer” means Notwithstanding anything herein to the contrary, Landlord may withhold its consent in its sole and absolute discretion to: (A) a proposed sublessee or assignee which intends to operate in the Leased Premises: (1) a school or classroom facility use; (2) a training institute; or (3) a doctor’s office or medical facility; (B) an assignment entity which can defend a lawsuit on the basis of sovereign immunity; or (C) any governmental or quasi-governmental entity. The foregoing prohibition against a Transfer shall be construed to include a prohibition against any Transfer by operation of law. Notwithstanding anything to the contrary contained herein and provided Tenant gives Landlord fifteen (15) days prior written notice, Tenant shall be entitled to assign this Lease or sublet the Leased Premises to any of the following entities (each of which is a “Controlled Tenant”): (i) any entity controlled by, controllingresulting from the merger of the original1y named Tenant with, or under common control with Tenant acquisition (a “Tenant Affiliate”) or a Tenant Affiliate, or (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires including all or substantially all of the assets assets) by or shares of stock of, another company, provided such Controlled Tenant shall have a tangible net worth not less than the tangible net worth of Tenant or a Tenant Affiliate, as of the date of this Lease; or (iiiii) any entity company that is and remains throughout the successor Term an affiliate of Tenant. As used in the event of immediately preceding sentence, an “affiliate” is a reorganizationcompany that controls Tenant, is controlled by Tenant or which is controlled by a company that likewise controls Tenant. In instances other than Permitted Transfersconnection with any such assignment, Tenant shall cause the Controlled Tenant to execute and deliver to Landlord an agreement whereby the Controlled Tenant agrees not to withhold assume all of the obligations of Tenant under this Lease and to be bound by all the covenants and agreements in this Lease which Tenant has agreed to keep, observe or delay its written consent if to do so would be commercially unreasonable. In perform, and whereby the event of any assignment Controlled Tenant agrees that the provisions of this Lease by paragraph shall be binding upon it as if it were the original Tenant hereunder. Together with its required notice to Landlord regarding the proposed transfer to a Controlled Tenant, Tenant shall not provide Landlord with supporting documentation confirming to Landlord’s reasonable satisfaction that the transferee is; in fact, a Controlled Tenant. Notwithstanding the foregoing, in no event shall Tenant be released from liability for the obligations under this Lease upon a transfer to a Controlled Tenant, unless the Controlled Tenant meets Landlord’s reasonable credit requirements and is not relieved of any liability under any and assumes all of its covenants Tenant’s obligations under the Lease. Assignment or Subletting Procedures (b) Tenant shall not affect a Transfer (other than a Transfer to a Controlled Tenant) unless it shall have first requested and obligations contained obtained the written consent of Landlord thereto. Any request for consent to a Transfer shall be in or derived from writing and accompanied by a copy of the offer certified by Tenant to be true and complete (“Transfer Request”), and Tenant shall furnish to Landlord all information available to Tenant and requested by Landlord as to the responsibility, financial standing and business of the proposed Transferee. Notwithstanding anything herein to the contrary, within fifteen (15) days after the receipt by Landlord of such request for consent and of all information which Landlord shall have requested hereunder, Landlord shall have the right, but not the obligation, to terminate this Lease arising out of any actupon delivering written notice to Tenant, occurrence or omission occurring after said assignment; provided, however that if the Tenant’s assignee assumes all obligations of request from Tenant hereunder and attorns is to Landlord for such obligations. Landlord may assign Transfer this Lease in connection with or the sale or financing whole of the Demised Leased Premises, or if the request from Tenant is to Transfer a part of the Leased Premises provided that only, then Landlord can terminate this Lease with respect to such part, in each case as of a termination date to be stipulated in said written notice of termination, which termination date shall be not less than sixty (i60) no days or more than ninety (90) days following the giving of such assignment may impose upon notice. If Landlord elects to send such termination notice, Tenant any obligations greater than set forth in the Lease; and (ii) Landlord gives notice to Tenant within shall have thirty (30) days following to withdraw the effective Transfer Request and continue with the Lease. If Tenant does not withdraw the Transfer Request, Tenant shall surrender the whole or part, as the case may be, of the Leased Premises in accordance with the terms of this Lease by the date set forth in such notice of termination, and Basic Rent and Additional Rent shall be apportioned and paid as of the later of the termination date or the date of surrender and, if only a part of the assignment Leased Premises is to be surrendered, then Basic Rent and Additional Rent shall after the later of the termination date or date of surrender xxxxx proportionately. If Landlord consents to a request for Transfer, Tenant shall affect the Transfer substantially upon the terms set out in the offer submitted to and approved by Landlord and not otherwise. Any consent shall be given without prejudice Landlord’s rights under this Lease and shall be limited to the particular Transfer in respect of which contains it was given and shall not be deemed to be an authorization for or consent to any further or other Transfers. Landlord’s right to recapture the assigneeLeased Premises as set forth in this Paragraph shall be inapplicable to a Transfer to a Controlled Tenant. Excess Transfer Rent (c) Intentionally deleted. Assumption of Obligations (d) No Transfer shall be effective unless the Transferee shall execute an agreement on Landlord’s nameform, address, telephone numberassuming all the obligations of Tenant hereunder, and shall have paid to Landlord a processing fee of $500.00 together with Landlord’s reasonable out-of-pocket expenses in connection with legal and other consultants. Tenant’s Continuing Obligations (e) Notwithstanding anything in this Lease to the name contrary, Tenant agrees that any consent to a Transfer shall not thereby release Tenant of its obligations hereunder, and Tenant shall remain primarily liable hereunder for the obligations of Tenant until the expiration or earlier termination of the individual handling Term. Change of Control (t) If Tenant at any time is a corporation, partnership or limited liability company, it is acknowledged and agreed that the affairs relating transfer or issuance of any capital stock of the corporation, partnership interests of the partnership or membership interests of the limited liability company, sufficient to this Lease. Any rents received by Landlord hereundertransfer effective voting control of the entity in question to other than the shareholder(s), which in fact belong stockholder(s), partners or members having effective voting control of said entity immediately prior to the assignee of Landlordsuch transfer or issuance, shall be held in trust by Landlord deemed for all purposes of this Section 7 to be a Transfer and forwarded immediately to the assignee accordingly, a violation of Landlord. In the event this Section 7 respecting assignment of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant to this Lease unless otherwise agreed the prior written consent of Landlord is first obtained, which consent shall not be unreasonably withheld, and Landlord shall have all of the same rights in respect thereof as though any such transfer or issuing of shares, partnership interest or membership interest or proposed transferring or issuing of shares, partnership interest or membership interest were a Transfer. Landlord shall have access at all times to by the stock ledger of Tenant (or such other documents as may be necessary to evidence or document such change in control), and Tenant shall make the same available to Landlord or its representatives upon request, for inspection and copying at all times in writingorder for Landlord to ascertain whether or not there has at any time during the Term been a transfer or issuing of shares, partnership interest or membership interest sufficient to constitute a change in the effective voting control of Tenant. This Section 7(f) shall not apply to Tenant if and for so long as Tenant is a corporation whose shares are listed and traded on any recognized stock exchange in the United States.