Common use of ASSIGNMENT AND SUB-LETTING Clause in Contracts

ASSIGNMENT AND SUB-LETTING. (a) The Lessee shall not assign, sublet, mortgage or part with possession (which shall be deemed to include sharing or parting with possession) or the right to possession of the Premises or any part thereof for the whole or any part of the Term without the prior written consent of the Lessor PROVIDED THAT such consent shall not be unreasonably or arbitrarily withheld to the assignment of the whole of the Premises or to the subletting of the whole or any part of the Premises to a respectable assignee or sublessee of good financial standing (the onus of proving same to be on the Lessee) to whom no objection shall be taken by the insurer or insurers for the time being carrying the insurance risks on the building and who will use the Premises for the Permitted and Required Use PROVIDED FURTHER THAT it shall be a condition precedent to any such consent that: (i) the Lessee shall produce evidence to the Lessor to demonstrate to the satisfaction of the Lessor that any proposed assignee (and in the case of an assignment to which sub-clause (c) below applies, the person or persons required to give a guarantee in terms of that sub-clause) or sublessee is responsible and of good financial standing and intends to use the Premises for the Permitted and Required Use; (ii) the Annual Rent and all other monies payable by the Lessee under this Lease shall have been punctually paid throughout the term and are up-to-date; (iii) there is then no existing unremedied breach of any of the terms of this Lease; (iv) in the case of an assignment of this Lease the assignee shall before entering into possession of the Premises execute and deliver to the Lessor, a deed of covenant in favour of the Lessor whereby, in addition to and without prejudice to the Lessor's right against the Lessee or any other person, the assignee shall covenant to pay the rent hereby reserved and to perform and observe all the Lessee's obligations under this Lease (such deed of covenant to be prepared by the Lessor's solicitors at the Lessee's cost); (v) the Lessee shall have procured the execution and delivery to the Lessor of any covenant required under subclause (c) of this clause; and (vi) the Lessee shall have paid to the Lessor all costs incurred by the Lessor of or incidental to the giving of its consent. (b) Where the Lessee is a limited liability company, any transfer of any share in that company or any reclassification of the rights attaching to any such share or any other arrangement which results in a change of effective control of the Lessee shall be deemed to be an assignment for the purposes of this paragraph AND any assignment or underletting of the type specified in Section 109(2) of the Property Law Act 0000 xxxll be deemed to be an assignment for the purposes of this clause. (c) In addition to the aforesaid deed of covenant, in the case of either an assignment of the Lessee's rights under this Lease to a body corporate (not being a company whose shares are listed on the New Zealand Stock Exchange), or a transfer of shares, reclassification or arrangement of the type mentioned in sub-clause (b) hereof the Lessee shall, if required so to do by the Lessor, procure the execution of a guarantee in favour of the Lessor by the persons holding the right to exercise a majority of votes at general meetings of the body corporate or effectively controlling the body corporate whereby such persons shall personally guarantee payment of the rent hereby reserved and compliance with all the Lessee's obligations under this Lease and such guarantee shall be prepared by the Lessor's solicitors at the cost in all respects of the Lessee.

ASSIGNMENT AND SUB-LETTING. No Assignment (a) The Lessee shall Tenant covenants that it will not assign, sublet, mortgage assign this and Subletting Lease or sub-let the Leased Premises in whole or in part with possession (which shall be deemed to include sharing or parting with possession) or without the right to possession prior written consent of the Landlord, which consent the Landlord covenants not to withhold unreasonably (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 is otherwise satisfactory to the Landlord, and (ii) as to any portion of the Leased Premises which, in the Landlord's sole judgment, is a proper and rational division of the Leased Premises subject to the Landlord's right of termination arising under this paragraph. Without limitation, the Tenant shall for the purpose of this paragraph be considered to assign or sub-let in any case where it permits the Leased Premises or any part portion thereof for 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. Assignment or (b) The Tenant shall not assign this Lease or sub-let Sub-Letting Procedures the whole or any part of the Term without the prior written consent of the Lessor PROVIDED THAT such consent shall not be unreasonably or arbitrarily withheld to the assignment of the whole of the Leased Premises or to the subletting of the whole or any part of the Premises to a respectable assignee or sublessee of good financial standing (the onus of proving same to be on the Lessee) to whom no objection shall be taken by the insurer or insurers for the time being carrying the insurance risks on the building and who will use the Premises for the Permitted and Required Use PROVIDED FURTHER THAT it shall be a condition precedent to any such consent that: unless: (i) the Lessee it shall produce evidence have received or procured a bona fide written offer to the Lessor to demonstrate to the satisfaction of the Lessor that any proposed assignee (and in the case of take an assignment to which sub-clause (c) below applies, the person or persons required to give a guarantee in terms of that sub-clause) or sublessee lease which is responsible and of good financial standing and intends to use the Premises for the Permitted and Required Use; (ii) the Annual Rent and all other monies payable by the Lessee under this Lease shall have been punctually paid throughout the term and are up-to-date; (iii) there is then no existing unremedied breach of any of the terms of not inconsistent with this Lease; (iv) in , and the case acceptance of an assignment which would not breach any provision of this Lease the assignee shall before entering into possession of the Premises execute and deliver to the Lessor, a deed of covenant in favour of the Lessor whereby, in addition to and without prejudice to the Lessor's right against the Lessee or any other person, the assignee shall covenant to pay the rent hereby reserved and to perform and observe all the Lessee's obligations under this Lease (such deed of covenant to be prepared by the Lessor's solicitors at the Lessee's cost); (v) the Lessee shall have procured the execution and delivery to the Lessor of any covenant required under subclause (c) of this clause; and (vi) the Lessee shall have paid to the Lessor all costs incurred by the Lessor of or incidental to the giving of its consent. (b) Where the Lessee is a limited liability company, any transfer of any share in that company or any reclassification of the rights attaching to any such share or any other arrangement which results in a change of effective control of the Lessee shall be deemed to be an assignment for the purposes of if this paragraph AND any assignment or underletting of is complied with and which the type specified in Section 109(2) of the Property Law Act 0000 xxxll be deemed Tenant has determined to be an assignment for the purposes of accept subject to this clause. (c) In addition to the aforesaid deed of covenantparagraph being complied with, in the case of either an assignment of the Lessee's rights under this Lease to a body corporate (not being a company whose shares are listed on the New Zealand Stock Exchange), or a transfer of shares, reclassification or arrangement of the type mentioned in sub-clause (b) hereof the Lessee shall, if required so to do by the Lessor, procure the execution of a guarantee in favour of the Lessor by the persons holding the right to exercise a majority of votes at general meetings of the body corporate or effectively controlling the body corporate whereby such persons shall personally guarantee payment of the rent hereby reserved and compliance with all the Lessee's obligations under this Lease and such guarantee shall be prepared by the Lessor's solicitors at the cost in all respects of the Lessee.and

ASSIGNMENT AND SUB-LETTING. No Assignment and Subletting (a) The Lessee shall Tenant covenants that it will not assign, sublet, mortgage or part with possession (which shall be deemed to include sharing or parting with possession) or the right to possession of the Premises or any part thereof for the whole assign this Lease nor sublet all or any part of the Term Leased Premises or mortgage or encumber this Lease or the Leased Premises or any part thereof, or suffer or permit the occupation of all or any part thereof by others (each of which is a “Transfer”) without the prior written consent of the Lessor PROVIDED THAT such Landlord, which consent the Landlord covenants not unreasonably (i) withhold, condition or delay a Transfer to any assignee, subtenant or occupant (the “Transferee”) who is in a satisfactory financial condition (provided that with respect to a subtenant, Landlord shall take into account all expected obligations of the Transferee with respect to the proposed Transfer and all of its other contingent and noncontingent obligations), 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. This prohibition against a Transfer shall be construed to include a prohibition against any Transfer by operation of law. Assignment or Subletting Procedures (b) The Tenant shall not be unreasonably or arbitrarily withheld to the assignment of the whole of the Premises or to the subletting of the whole or any part of the Premises to effect a respectable assignee or sublessee of good financial standing (the onus of proving same to be on the Lessee) to whom no objection shall be taken by the insurer or insurers for the time being carrying the insurance risks on the building and who will use the Premises for the Permitted and Required Use PROVIDED FURTHER THAT it shall be a condition precedent to any such consent thatTransfer unless: (i) the Lessee It shall produce evidence have received or procured a bona fide written offer to the Lessor to demonstrate to the satisfaction of the Lessor that any proposed assignee (and in the case of take an assignment or sublease, which is consistent with this Lease, and the acceptance of which would not breach any provision of this Lease if this Paragraph/Section is complied with, and which the Tenant has determined to which sub-clause (c) below appliesaccept subject to this Paragraph being complied with, the person or persons required to give a guarantee in terms of that sub-clause) or sublessee is responsible and of good financial standing and intends to use the Premises for the Permitted and Required Use;and (ii) It shall have first requested and obtained the Annual consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a copy of 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. Notwithstanding the provisions of Subparagraph (a), within twenty (20) days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have reasonably 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 as of a termination date to be stipulated in the notice of termination, which shall be not less than sixty (60) days or more than ninety (90) days following the giving of such notice. In such event the Tenant shall surrender the whole of the Leased Premises in accordance with such notice of termination and Basic Rent and all Additional Rent shall be apportioned and paid to the date of surrender. If such consent shall be given the Tenant shall affect 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 monies payable by Transfer. Notwithstanding the Lessee under above, Tenant, within 5 days after receipt of Landlord’s notice of termination, may withdraw its request for consent to the subject Transfer. In that event, Landlord’s election to terminate this Lease shall have been punctually be null and void and of no force and effect. Excess Transfer Rent (c) In the event the Landlord consents to any Transfer, the Tenant shall pay to the Landlord, as and when amounts on account are due or paid throughout by the Transferee to the Tenant, fifty percent (50%) of the excess Transfer rents (hereinafter called the “Excess Transfer Rent”), if any, as Rent. The Excess Transfer Rent shall be determined, by Landlord following Landlord’s receipt of all relevant information below, in accordance with the following formula: All gross revenue received by the Tenant from the Transferee and attributable to the Transfer less: (i) The Rent paid by the Tenant to the Landlord during the term of the Transfer; plus (ii) Any reasonable and are up-to-date;customary out of pocket transaction costs incurred by the Tenant in connection with such Transfer, including attorneys’ fees, brokerage commissions and alteration costs (which transaction costs shall be amortized on a straight line basis over the term of the Transfer); plus (iii) there is then no existing unremedied breach of any The general value of the terms Tenant’s business (but excluding the Tenant’s interest under this Lease) and for all of the Tenant’s personal property in the Leased Premises included in such Transfer, including, without limitation, fixtures, improvements of the Tenant (except for those improvements which shall or may become the Landlord’s property at the expiration or termination of this Lease;), furniture, equipment and furnishings, the Tenant’s goodwill and any other intangible personal property associated with the Tenant’s business. The Tenant agrees to promptly furnish such information with regard to the Excess Transfer Rent as the Landlord may reasonably request from time to time. Assumption of Obligations (ivd) in No Transfer shall be effective unless the case of Transferee shall execute an assignment of this Lease agreement on the assignee shall before entering into possession Landlord’s form, assuming all the obligations of the Premises execute Tenant hereunder, and deliver to the Lessor, a deed of covenant in favour of the Lessor whereby, in addition to and without prejudice to the Lessor's right against the Lessee or any other person, the assignee shall covenant to pay the rent hereby reserved and to perform and observe all the Lessee's obligations under this Lease (such deed of covenant to be prepared by the Lessor's solicitors at the Lessee's cost); (v) the Lessee shall have procured the execution and delivery to the Lessor of any covenant required under subclause (c) of this clause; and (vi) the Lessee shall have paid to the Lessor all Landlord its reasonable fee (which under no circumstances would be more than $1,000.00), plus the reimbursement of Landlord’s reasonable attorneys’ fees and costs incurred by in connection with same, for processing the Lessor of or incidental Transfer. Tenant’s Continuing Obligations (e) The Tenant agrees that Landlord’s consent to any Transfer hereunder will not thereby release the giving Tenant from any of its consentobligations hereunder. (b) Where the Lessee is a limited liability company, any transfer of any share in that company or any reclassification of the rights attaching to any such share or any other arrangement which results in a change of effective control of the Lessee shall be deemed to be an assignment for the purposes of this paragraph AND any assignment or underletting of the type specified in Section 109(2) of the Property Law Act 0000 xxxll be deemed to be an assignment for the purposes of this clause. (c) In addition to the aforesaid deed of covenant, in the case of either an assignment of the Lessee's rights under this Lease to a body corporate (not being a company whose shares are listed on the New Zealand Stock Exchange), or a transfer of shares, reclassification or arrangement of the type mentioned in sub-clause (b) hereof the Lessee shall, if required so to do by the Lessor, procure the execution of a guarantee in favour of the Lessor by the persons holding the right to exercise a majority of votes at general meetings of the body corporate or effectively controlling the body corporate whereby such persons shall personally guarantee payment of the rent hereby reserved and compliance with all the Lessee's obligations under this Lease and such guarantee shall be prepared by the Lessor's solicitors at the cost in all respects of the Lessee.

ASSIGNMENT AND SUB-LETTING. (a) The Lessee shall Tenant covenants that it will not assign, sublet, mortgage assign this Lease or part with possession (which shall be deemed to include sharing or parting with possession) or the right to possession of the Premises or any part thereof for the whole sublet all or any part of the Term Leased Premises or mortgage or encumber this Lease or the Leased Premises or any part thereof, or suffer or permit the occupation of all or any part thereof by others (each of which is a "Transfer") without prior written consent of the Landlord, which consent the Landlord covenants not to withhold unreasonably (I) as to any assignee, subtenant or occupant (the Transferee") who is in a satisfactory financial condition, agrees to use the Leased Premises for those purposes permitted hereunder, and is otherwise satisfactory to the Landlord, and (ii) as to any portion of the Leased Premises which, in the Landlord's sole judgement, is a proper and rational division of the Leased Premises, subject to the Landlord' 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. (b) The tenant shall not effect a Transfer unless: (i) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with the Laws, 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 accept subject to this paragraph being complied with, and (ii) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a copy of 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 requested by the landlord as to the responsibility, financial standing and business of the proposed Transferee. Notwithstanding the provisions of sub-paragraph (a), within twenty (20) 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 a part of the Leased Premises only, to cancel and terminate this Lease with respect to the part, in each case as of a termination which shall be not less than sixty (60) days or more than ninety (90) days following the giving of such notice. In 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 abatx xxxportionately. If such consent shall be given the Tenant shall effect the Transfer only upon the terns set out tin 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 Transfer. (c) In the event the Landlord consents to any Transfer, the Tenant shall pay to the Landlord, as and when amounts on account are due or paid by the Transferee to the Tenant, all excess Transfer rents (hereafter called the "Excess Transfer Rent"), if any, as Rent. The Excess Transfer Rent shall be determined in accordance with the following formula: all gross revenue received by the Tenant from the Transferee and attributable to the Transfer less: (i) the Rent paid by the Tenant to the Landlord during the term of the Transfer; (ii) any reasonable and customary out of pocket transaction costs incurred by the Tenant in connection with such Transfer including attorney's fees, brokerage commissions, cash inducements and alteration costs (which transaction costs shall be amortized on a straight line basis over the term of the Transfer) The Tenant agrees to promptly furnish such information with regard to the Excess Transfer Rent as the Landlord may request from time to time. (d) No Transfer shall be effective unless the Transferee shall execute an agreement on the Landlord's form, assuming all the obligations of the Tenant hereunder, and shall have paid to the Landlord its reasonable fee for processing the Transfer. (e) The Tenant agrees that any consent to a Transfer shall bot thereby release the Tenant of its obligations hereunder. (f) If the Tenant or occupant of the Leased Premises at any time is a corporation, it is acknowledged and agreed that the transfer of thee majority of the issued capital stock of the corporation or the transfer or issuance of any capital stock of the corporation sufficient to transfer effective voting control of the corporation to others than the shareholder or shareholders having effective voting control of the corporation immediately prior to such transfer or issuance, shall be deemed for all purposes of this paragraph 7 to be a Transfer and, accordingly, a violation this paragraph 7 respecting assignment of this Lease unless the prior written consent of the Lessor PROVIDED THAT Landlord is first obtained, and the Landlord shall have all of the same rights in respect thereof as though any such consent transfer or issuing of shares or proposed transferring or issuing of shares were a Transfer. The Landlord shall not be unreasonably or arbitrarily withheld have access at all times to the assignment corporate books and records of the whole of Tenant, and the Premises or Tenant shall make the same available to the subletting of Landlord or its representatives upon request, for inspection and copying at all times in order to ascertain whether or not there has at any time during the whole or any part of the Premises to a respectable assignee or sublessee of good financial standing (the onus of proving same to be on the Lessee) to whom no objection shall be taken by the insurer or insurers for the time being carrying the insurance risks on the building and who will use the Premises for the Permitted and Required Use PROVIDED FURTHER THAT it shall be a condition precedent to any such consent that: (i) the Lessee shall produce evidence to the Lessor to demonstrate to the satisfaction of the Lessor that any proposed assignee (and in the case of an assignment to which sub-clause (c) below applies, the person or persons required to give a guarantee in terms of that sub-clause) or sublessee is responsible and of good financial standing and intends to use the Premises for the Permitted and Required Use; (ii) the Annual Rent and all other monies payable by the Lessee under this Lease shall have been punctually paid throughout the term and are up-to-date; (iii) there is then no existing unremedied breach of any of the terms of this Lease; (iv) in the case of an assignment Term of this Lease the assignee shall before entering into possession been a transfer or issuing of the Premises execute and deliver shares sufficient to the Lessor, a deed of covenant in favour of the Lessor whereby, in addition to and without prejudice to the Lessor's right against the Lessee or any other person, the assignee shall covenant to pay the rent hereby reserved and to perform and observe all the Lessee's obligations under this Lease (such deed of covenant to be prepared by the Lessor's solicitors at the Lessee's cost); (v) the Lessee shall have procured the execution and delivery to the Lessor of any covenant required under subclause (c) of this clause; and (vi) the Lessee shall have paid to the Lessor all costs incurred by the Lessor of or incidental to the giving of its consent. (b) Where the Lessee is a limited liability company, any transfer of any share in that company or any reclassification of the rights attaching to any such share or any other arrangement which results in constitute a change of in the effective voting control of the Lessee shall be deemed to be an assignment for the purposes of this paragraph AND any assignment or underletting of the type specified in Section 109(2) of the Property Law Act 0000 xxxll be deemed to be an assignment for the purposes of this clause. (c) In addition to the aforesaid deed of covenant, in the case of either an assignment of the Lessee's rights under this Lease to a body corporate (not being a company whose shares are listed on the New Zealand Stock Exchange), or a transfer of shares, reclassification or arrangement of the type mentioned in sub-clause (b) hereof the Lessee shall, if required so to do by the Lessor, procure the execution of a guarantee in favour of the Lessor by the persons holding the right to exercise a majority of votes at general meetings of the body corporate or effectively controlling the body corporate whereby such persons shall personally guarantee payment of the rent hereby reserved and compliance with all the Lessee's obligations under this Lease and such guarantee shall be prepared by the Lessor's solicitors at the cost in all respects of the Lessee.Tenant. This subparagraph 7

ASSIGNMENT AND SUB-LETTING. Section 26.01. Tenant may at any time after the commencement of the Full Term, without releasing itself from any liability hereunder assign this Lease in whole and not in part, without the Landlord's consent, subject to Section 26.04 and the following: (a) The Lessee shall not assign, sublet, mortgage or part with possession (which shall be deemed to include sharing or parting with possession) or the right to possession of the Premises or any part thereof for the whole or any part of the Term without the prior written consent of the Lessor PROVIDED THAT such consent shall not be unreasonably or arbitrarily withheld to the assignment of the whole of the Premises or to the subletting of the whole or any part of the Premises to a respectable assignee or sublessee of good financial standing (the onus of proving same to be on the Lessee) to whom no objection shall be taken by the insurer or insurers for at the time being carrying the insurance risks on the building and who will use the Premises for the Permitted and Required Use PROVIDED FURTHER THAT it shall be a condition precedent to any such consent that: of (i) the Lessee shall produce evidence to the Lessor to demonstrate to the satisfaction making of the Lessor that any proposed assignee (such assignment and in the case of an assignment to which sub-clause (c) below applies, the person or persons required to give a guarantee in terms of that sub-clause) or sublessee is responsible and of good financial standing and intends to use the Premises for the Permitted and Required Use; (ii) the Annual Rent and all other monies payable by effective date of such assignment, Tenant shall not be in default beyond the Lessee time for curing any default under this Lease shall have been punctually paid throughout the term and are up-to-date; (iii) there is then no existing unremedied breach of any of the terms material terms, covenants or conditions of this Lease; (ivb) Tenant shall have delivered a true copy of such assignment to Landlord not less than one (1) day prior to the effective date of such assignment; (c) the assignee shall have executed an assumption of each of Tenants' obligations hereunder in form reasonably satisfactory to Landlord and shall have delivered a duplicate original to Landlord not less than one (1) day prior to the case effective date of such assignment; (d) The assumption shall provide that Tenant and the assignee shall be jointly and severally liable for the payment of all sums and the performance of all terms, covenants, conditions and agreements required to be performed by Tenant; (e) the assignment shall not attempt to amend or modify any of the terms, covenants or conditions of this Lease; and (f) no assignment shall be effective if the Assignee is entitled to diplomatic or sovereign immunity or is otherwise immune from the service of process; (g) except as hereinabove set forth, no assignment shall be permitted and, if made, shall not be effective against Landlord; and (h) Tenant may not assign this Lease, directly or indirectly, to an assignment assignee who is a "tax exempt entity" as defined in Section 168(j)(4) of the Internal Revenue Code of 1954, or any successor section. Section 26.02. Subject to the provisions of Section 26.04, Tenant shall have the right to sub-let, all or a portion of the Demised Premises at any time without Landlord's consent, except that: (a) at the time of (i) making such sublease and (ii) the effective date of such sublease, Tenant shall not be in default beyond the time for curing any default under any of the material terms, covenants or conditions of this Lease; (b) all sub-leases shall be in writing; and (c) no sub-lease shall extend beyond the Term of this Lease; and (d) true copies of all sub-leases and any modifications thereto shall be delivered to Landlord within ten (10) days of execution; (e) all sub-leases shall be, and shall provide therein, that they are subject and subordinate to this Lease and contain sub-lessee's agreement for the benefit of Landlord not to violate any of the provisions of this Lease (other than the assignee shall before entering into possession of the Premises execute and deliver to the Lessor, a deed of covenant in favour of the Lessor whereby, in addition to and without prejudice to the Lessor's right against the Lessee or any other person, the assignee shall covenant obligation to pay the rent hereby reserved and to perform and observe all the Lessee's obligations under this Lease (such deed of covenant to be prepared by the Lessor's solicitors at the Lessee's costRent); (vf) the Lessee no sub-lease shall have procured the execution and delivery be permitted or effective if such sub-lessee shall be entitled to the Lessor of any covenant required under subclause (c) of this clausediplomatic or sovereign immunity or immunity from judicial process; and (vig) Tenant may not sublease all or any portion of the Lessee Demised Premises, directly or indirectly, to a subtenant who is a "tax-exempt entity" as defined in Section 168(j)(4) of the Internal Revenue Code of 1954, or any successor section in excess of such portion of the rentable area of the Demised Premises as will trigger the provisions of such Section or successor section. (a) The right granted Tenant hereunder to sub-let all or a portion of the space shall have paid not be deemed to the Lessor all costs incurred grant or extend any rights from Landlord to such sub-tenants, and Landlord shall not be bound by the Lessor any term, covenant or condition of any sub-lease, whether or incidental to the giving not Landlord has received notice of its consentsuch sub-let. (b) Where In the Lessee is a limited liability company, any transfer of any share in that company or any reclassification event of the rights attaching to any such share termination of this Lease, whether by expiration, forfeiture, cancellation or surrender or any other arrangement which results in a change termination all sub-leases shall, at the option of effective control of the Lessee shall be deemed to be an assignment for the purposes of this paragraph AND any assignment or underletting of the type specified in Section 109(2) of the Property Law Act 0000 xxxll be deemed to be an assignment for the purposes of this clauseLandlord, terminate. (c) The rights granted Tenant hereunder are Tenant's exclusive sub-let rights and Tenant may not permit or allow any sub-let in contravention of the terms hereinabove set forth. Section 26.04. In addition to the aforesaid deed of covenantevent that at any time during the Term hereof Tenant shall, in good faith, determine to assign, directly or indirectly, all or a portion of its interest in the Demised Premises, or sublet, directly or indirectly all but an immaterial portion of its interest in the Demised Premises (except an assignment to collateralize a loan or an assignment or sublease to an entity owning, owned, controlling, controlled, or under common control with Tenant) and if Landlord reasonably demonstrates to Tenant its financial ability to support such assumption or sublease, as the case may be, Tenant shall first submit the proposed offer to Landlord, containing prices, rental rates, closing date and other salient terms. Tenant's proposal shall be in the form of either an assignment of or sublease, as the Lessee's rights under this Lease case may be. Landlord shall have forty-five (45) days from receipt to a body corporate accept such offer; in the event that Landlord accepts the offer, Landlord shall have fifteen (not being a company whose shares are listed on 15) days to execute an assignment or sublease, as the New Zealand Stock Exchange)case may be, with Tenant. If Landlord fails to accept such offer, Tenant may offer the Demised Premises, or a transfer of sharesportion thereof, reclassification to such other prospective assignee or arrangement of subtenant as Tenant may desire, upon the type mentioned terms and for the amount contained in sub-clause Tenant's initial offer, provided, however, that if Tenant does not execute an assignment or sublease with such other prospective assignee or subtenant upon such terms within nine (b9) hereof months and fifteen (15) days from the Lessee shalldate Tenant first submitted an offer to Landlord, if required so to do by Tenant may not assign or sublet the LessorDemised Premises, procure the execution of a guarantee in favour of the Lessor by the persons holding the right to exercise a majority of votes at general meetings of the body corporate or effectively controlling the body corporate whereby such persons shall personally guarantee payment of the rent hereby reserved and compliance portion thereof without again complying with all the Lessee's obligations under this Lease and such guarantee shall be prepared by the Lessor's solicitors at the cost in all respects of the LesseeSection.

ASSIGNMENT AND SUB-LETTING. No Assignment and Subletting (a) The Lessee shall Tenant covenants that it will not assign, sublet, mortgage assign this Lease or part with possession (which shall be deemed to include sharing or parting with possession) or the right to possession of the Premises or any part thereof for the whole sublet all or any part of the Term Leased Premises or mortgage or encumber this Lease or the Leased Premises or any part thereof, or suffer or permit the occupation of all or any part thereof by others (each of which is a 'Transfer') without the prior written consent of the Lessor PROVIDED THAT such Landlord, which consent the Landlord covenants not to withhold unreasonably (i) as to any assignee, subtenant or occupant (the 'Transferee') who is in a satisfactory financial condition, agrees to use the Leased Premises for those purposes permitted hereunder, and is otherwise satisfactory to the Landlord, and (ii) as to any portion of the Leased Premises which, in the Landlord's sole judgment, is a proper and rational division of the 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. (b) The Tenant shall not effect a Transfer unless; (i) it shall have received or procured a bona fide written offer to take an assignment or 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 accept subject to this paragraph being complied with, and (ii) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for consent shall not be unreasonably or arbitrarily withheld in writing and accompanied by a copy of the offer certified by the Tenant to the assignment best of its knowledge to be true and complete, and the Tenant shall furnish to the Landlord all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed Transferee. Notwithstanding the provisions of sub-paragraph (a), within twenty (20) 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 if the request is to sublet a part of the 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 notice of termination which shall be not less than sixty (60) days or to more than ninety (90) days following the subletting giving of such notice. In such event the Tenant shall surrender the whole or any part 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 respectable assignee or sublessee part only of good financial standing (the onus Leased Premises is surrendered, Basic Rent and Additional Rent shall after the date of proving same surrender abate proportionately. If such conxxxx 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 cement to any further or other Transfer. (c) In the event the Landlord consents to any Transfer, the Tenant shall pay to the Landlord, as and when amounts on account are due or paid by the Lessee) Transferee to whom no objection the Tenant, all excess Transfer rents (hereinafter called the "Excess Transfer Rent"), if any, as Rent. The Excess Transfer Rent shall be taken determined in accordance with the following formula: all gross revenue received by the insurer or insurers for Tenant from the time being carrying Transferee and attributable to the insurance risks on the building and who will use the Premises for the Permitted and Required Use PROVIDED FURTHER THAT it shall be a condition precedent to any such consent thatTransfer less: (i) the Lessee shall produce evidence Rent paid by the Tenant to the Lessor to demonstrate to Landlord during the satisfaction term of the Lessor that any proposed assignee (and in the case of an assignment to which sub-clause (c) below applies, the person or persons required to give a guarantee in terms of that sub-clause) or sublessee is responsible and of good financial standing and intends to use the Premises for the Permitted and Required Use;Transfer, (ii) the Annual Rent any reasonable and all other monies payable customary out of pocket transaction costs incurred by the Lessee under this Lease Tenant in connection with such Transfer including attorney's fees, brokerage commissions, cash inducements and alteration costs (which transaction costs shall have been punctually paid throughout be amortized on a straight line basis over the term and are up-to-date; (iii) there is then no existing unremedied breach of any of the terms Transfer). The Tenant agrees to promptly furnish such information with regard to the Excess Transfer Rent as the Landlord may request from time to time. Assumption of this Lease; Obligation (ivd) in No Transfer shall be effective unless the case of Transfer shall execute an assignment of this Lease agreement on the assignee shall before entering into possession Landlord's form, assuming all the obligations of the Premises execute Tenant hereunder, and deliver to the Lessor, a deed of covenant in favour of the Lessor whereby, in addition to and without prejudice to the Lessor's right against the Lessee or any other person, the assignee shall covenant to pay the rent hereby reserved and to perform and observe all the Lessee's obligations under this Lease (such deed of covenant to be prepared by the Lessor's solicitors at the Lessee's cost); (v) the Lessee shall have procured the execution and delivery to the Lessor of any covenant required under subclause (c) of this clause; and (vi) the Lessee shall have paid to the Lessor all costs incurred by Landlord its reasonable fee for processing the Lessor of or incidental Transfer. Tenant's Continuing Obligations (e) The Tenant agrees that any consent to a Transfer shall not thereby release the giving Tenant of its consent. obligations hereunder. Change of Control (bf) Where if the Lessee Tenant or occupant of the Leased Premises at any time is a limited liability companycorporation, any it is acknowledged and agreed that the transfer of any share in that company or any reclassification the majority of the rights attaching to any such share or any other arrangement which results in a change of effective control issued capital stock of the Lessee shall be deemed to be an assignment for corporation or the purposes transfer or issuance of this paragraph AND any assignment or underletting capital stock of the type specified in Section 109(2) corporation sufficient to transfer effective voting content of the Property Law Act 0000 xxxll be deemed corporation to be an assignment for others than the purposes of this clause. (c) In addition to the aforesaid deed of covenant, in the case of either an assignment of the Lessee's rights under this Lease to a body corporate (not being a company whose shares are listed on the New Zealand Stock Exchange), shareholder or a transfer of shares, reclassification or arrangement of the type mentioned in sub-clause (b) hereof the Lessee shall, if required so to do by the Lessor, procure the execution of a guarantee in favour of the Lessor by the persons holding the right to exercise a majority of votes at general meetings of the body corporate or effectively controlling the body corporate whereby such persons shall personally guarantee payment of the rent hereby reserved and compliance with all the Lessee's obligations under this Lease and such guarantee shall be prepared by the Lessor's solicitors at the cost in all respects of the Lessee.shareholders having

ASSIGNMENT AND SUB-LETTING. No Assignment and Subletting (a) The Lessee shall Tenant covenants that it will not assign, sublet, mortgage assign this Lease or part with possession (which shall be deemed to include sharing or parting with possession) or the right to possession of the Premises or any part thereof for the whole sublet all or any part of the Term Leased Premises or mortgage or encumber this Lease or the Leased Premises or any part thereof, or suffer or permit the occupation of all or any part thereof by others (each of which is a “Transfer”) without the prior written consent of the Lessor PROVIDED THAT such Landlord, which consent the Landlord covenants not to withhold unreasonably (i) as to any assignee, subtenant or occupant (the “Transferee”) who is in a satisfactory financial condition, agrees to use the Leased Premises for those purposes permitted hereunder, or a general office use, and is otherwise satisfactory to the Landlord, and (ii) as to any portion of the Leased Premises which, in the Landlord’s sole judgment, is a proper and rational division of the 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 (b) The Tenant shall not be unreasonably or arbitrarily withheld to the assignment of the whole of the Premises or to the subletting of the whole or any part of the Premises to effect a respectable assignee or sublessee of good financial standing (the onus of proving same to be on the Lessee) to whom no objection shall be taken by the insurer or insurers for the time being carrying the insurance risks on the building and who will use the Premises for the Permitted and Required Use PROVIDED FURTHER THAT it shall be a condition precedent to any such consent thatTransfer unless: (i) the Lessee it shall produce evidence have received or procured a bona fide written offer to the Lessor to demonstrate to the satisfaction of the Lessor that any proposed assignee (and in the case of take an assignment or 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 which sub-clause (c) below appliesaccept subject to this paragraph being complied with, the person or persons required to give a guarantee in terms of that sub-clause) or sublessee is responsible and of good financial standing and intends to use the Premises for the Permitted and Required Use;and (ii) it shall have first requested and obtained the Annual consent in writing of the Landlord thereto. Any request for consent shall be in writing and accompanied by a copy of 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. Notwithstanding the provisions of sub-paragraph (a), within twenty (20) 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 through the end of the of the Lease Term, to cancel and terminate this Lease, as of a termination date to be stipulated in the notice of termination which shall be not less than sixty (60) days or more than ninety (90) days following the giving of such notice. In 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 all other monies payable by Additional Rent shall be apportioned and paid to the Lessee under this Lease shall have been punctually paid throughout the term and are up-to-date; (iii) there is then no existing unremedied breach date of any 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 affect the Transfer only upon the terms of this Lease; (iv) set out in the case of an assignment of this Lease the assignee shall before entering into possession of the Premises execute and deliver offer submitted to the Lessor, a deed of covenant in favour of the Lessor whereby, in addition to Landlord as aforesaid and not otherwise. Any consent shall be given without prejudice to the Lessor's right against Landlord’s rights under the Lessee or any other person, the assignee Lease and shall covenant to pay the rent hereby reserved and to perform and observe all the Lessee's obligations under this Lease (such deed of covenant to be prepared by the Lessor's solicitors at the Lessee's cost); (v) the Lessee shall have procured the execution and delivery limited to the Lessor particular Transfer in respect of any covenant required under subclause (c) of this clause; and (vi) the Lessee which it was given and shall have paid to the Lessor all costs incurred by the Lessor of or incidental to the giving of its consent. (b) Where the Lessee is a limited liability company, any transfer of any share in that company or any reclassification of the rights attaching to any such share or any other arrangement which results in a change of effective control of the Lessee shall not be deemed to be an assignment authorization for the purposes of this paragraph AND or consent to any assignment further or underletting of the type specified in Section 109(2) of the Property Law Act 0000 xxxll be deemed to be an assignment for the purposes of this clauseother Transfer. (c) In addition to the aforesaid deed of covenant, in the case of either an assignment of the Lessee's rights under this Lease to a body corporate (not being a company whose shares are listed on the New Zealand Stock Exchange), or a transfer of shares, reclassification or arrangement of the type mentioned in sub-clause (b) hereof the Lessee shall, if required so to do by the Lessor, procure the execution of a guarantee in favour of the Lessor by the persons holding the right to exercise a majority of votes at general meetings of the body corporate or effectively controlling the body corporate whereby such persons shall personally guarantee payment of the rent hereby reserved and compliance with all the Lessee's obligations under this Lease and such guarantee shall be prepared by the Lessor's solicitors at the cost in all respects of the Lessee.

ASSIGNMENT AND SUB-LETTING. NO ASSIGNMENT (a) The Lessee shall Tenant covenants that it will not assign, sublet, mortgage assign this Lease AND SUB-LETTING or part with possession (which shall be deemed to include sharing or parting with possession) or the right to possession of the Premises or any part thereof for the whole sublet all or any part of the Term Leased Premises or mortgage or encumber this Lease or the Leased Premises or any part thereof, or suffer or permit the occupation of all or any part thereof by others (each of which is a "Transfer") without the prior written consent of the Lessor PROVIDED THAT such Landlord, which consent the Landlord covenants not to withhold unreasonably (i) as to any assignee, subtenant or occupant (the "Transferee") 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. This prohibition against a Transfer shall not be unreasonably or arbitrarily withheld construed to the include a prohibition against any Transfer by operation of law. As used herein "Transfer" shall not include any assignment by Tenant to a subsidiary of the whole of the Premises or to the subletting of the whole or any part of the Premises to a respectable assignee or sublessee of good financial standing (the onus of proving same to be on the LesseeTenant so long as Sections 7(d) to whom no objection shall be taken and 7(e) hereof are complied with by the insurer or insurers for the time being carrying the insurance risks on the building Tenant, and who will use the Premises for the Permitted and Required Use PROVIDED FURTHER THAT it provided said subsidiary has a net worth of at least Ten Million Dollars ($10,000,000.00). ASSIGNMENT OR (b) The Tenant shall be not effect a condition precedent to any such consent that: Transfer unless: SUB-LETTING PROCEDURES (i) the Lessee it shall produce evidence have received or procured a bona fide written offer to the Lessor to demonstrate to the satisfaction of the Lessor that any proposed assignee (and in the case of take an assignment to or sublease which sub-clause (c) below appliesis not inconsistent with the Lease, and the person or persons required to give a guarantee in terms acceptance of that sub-clause) or sublessee is responsible and of good financial standing and intends to use the Premises for the Permitted and Required Use; (ii) the Annual Rent and all other monies payable by the Lessee under this Lease shall have been punctually paid throughout the term and are up-to-date; (iii) there is then no existing unremedied which would not breach of any of the terms of this Lease; (iv) in the case of an assignment provision of this Lease the assignee shall before entering into possession of the Premises execute and deliver to the Lessor, a deed of covenant in favour of the Lessor whereby, in addition to and without prejudice to the Lessor's right against the Lessee or any other person, the assignee shall covenant to pay the rent hereby reserved and to perform and observe all the Lessee's obligations under this Lease (such deed of covenant to be prepared by the Lessor's solicitors at the Lessee's cost); (v) the Lessee shall have procured the execution and delivery to the Lessor of any covenant required under subclause (c) of this clause; and (vi) the Lessee shall have paid to the Lessor all costs incurred by the Lessor of or incidental to the giving of its consent. (b) Where the Lessee is a limited liability company, any transfer of any share in that company or any reclassification of the rights attaching to any such share or any other arrangement which results in a change of effective control of the Lessee shall be deemed to be an assignment for the purposes of if this paragraph AND any assignment or underletting of is complied with and which the type specified in Section 109(2) of the Property Law Act 0000 xxxll be deemed Tenant has determined to be an assignment for the purposes of accept subject to this clause. (c) In addition to the aforesaid deed of covenantparagraph being complied with, in the case of either an assignment of the Lessee's rights under this Lease to a body corporate (not being a company whose shares are listed on the New Zealand Stock Exchange), or a transfer of shares, reclassification or arrangement of the type mentioned in sub-clause (b) hereof the Lessee shall, if required so to do by the Lessor, procure the execution of a guarantee in favour of the Lessor by the persons holding the right to exercise a majority of votes at general meetings of the body corporate or effectively controlling the body corporate whereby such persons shall personally guarantee payment of the rent hereby reserved and compliance with all the Lessee's obligations under this Lease and such guarantee shall be prepared by the Lessor's solicitors at the cost in all respects of the Lessee.and